Section I: 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 from among the councilors in their second year of service 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 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 eligible voting 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. 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 online and 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.

G. In filling a vacancy for any councilor or officer other than the president under the terms of Article V., Section A.2.a., of the constitution, the Council shall balance the will of the voting membership expressed in the most recent election cycle, the need for familiarity with issues being addressed by the Council, and the amount of time remaining in the term of the vacancy to be filled.

6. ORGANIZATIONAL UNITS

A. Except as otherwise specified in the constitution and/or bylaws, committees, boards, task forces, working groups, sections, roundtables, and other units shall be created and terminated by the President with the advice and approval of the Council. Chairs of committees, boards, task forces, and working groups shall be appointed by the Vice President / President-Elect 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 bylaws of the Society. Each committee, board, task force, working group, 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 bylaws 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

Robert's Rules of Order (latest revised edition) shall govern the proceedings of the Society, except as otherwise provided for in the constitution, bylaws, 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 in writing to the Executive Director no later than noon of the day preceding the business meeting and shall be available to members at the meeting. Resolutions from the floor may be considered by majority vote, except as required by the Constitution.

i) 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.

j) Proxy votes are not permitted.

k) Aside from the rules above, Robert's Rules of Order (latest revised edition) will govern the business meeting.

11. MEMBER REFERENDA

A. Member dues changes and resolution of motions filed with the Executive Director in accordance with Article IX or Article X of the Constitution shall be determined by member referendum.

B. The Council Executive Committee shall review and approve a briefing paper prior to the constitutionally specified distribution date for presentation of the motion for dues changes and constitution or bylaws amendments at the Annual Meeting.

C. Copies of proposed member dues changes, constitution or bylaws amendments, and briefing papers, prepared by the proposer(s) and/or by the Executive Director in accordance with Council guidelines, shall be distributed in accordance with Articles IX and X of the Constitution and shall be presented at the annual business meeting. Presentation shall include information regarding the timing of the referendum on the proposed dues change or amendment, as specified in F. and G. of this bylaw.

D. All members shall be given the opportunity to participate in discussion and debate on items presented for referendum.

E. Notice of the referendum, along with copies of the documents specified in C., shall be distributed by the Executive Director according to a method approved by the Council to eligible voting members.

F. For dues changes and amendments proposed under Articles IX. and X. of the constitution that are determined by the Council to be time sensitive, the notice of the referendum specified in E. shall occur no more than thirty (30) days after the meeting at which the motion is presented. Ballots shall be distributed to eligible voting members according to a method approved by the Council no fewer than sixty (60) days and no more than ninety (90) days after the meeting.

G. For amendments proposed under Articles IX. and X. of the constitution that are determined by the Council not to be time sensitive, the notice of the referendum specified in E. shall occur no fewer than sixty (60) days prior to the availability of ballots for the annual election of officers, councilors, and elected members of the Nominating Committee. The referendum on such amendments shall be included as part of this annual ballot.

H. Approval of motions shall be determined by a majority vote for dues changes and by a two-thirds (2/3rds) vote for proposed amendments to the Constitution and Bylaws of those members voting in the referendum, provided that at least ten (10) percent of the eligible voting members shall have voted. A member may obtain the vote count from the Executive Director.

As amended November 3, 2006; August 10, 2009; August 27, 2011; June 3, 2016; October 28, 2016.