Section I: 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; and 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 appointed 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 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 appointed 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 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 28 days in arrears. Changes in membership dues shall be determined by a majority vote of those members voting in a referendum conducted according to the bylaws 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 its 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 according to the bylaws of the Society. The person designated shall hold the position through the end of the original term.

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 the 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 given 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 or submitted in writing and signed by 1% of the eligible voting members 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 communication 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 to that effect with the executive office within ninety (90) days of the Council's notification, a special referendum shall be conducted within one hundred and eighty (180) days and the results of a majority vote of the members voting in this referendum 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

  1. Adoption or amendment of bylaws as specified below 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 voting in a referendum conducted according to the bylaws of the Society.
  2. 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. 
  3.  Amendments to the bylaws may be recommended by a majority vote of the Council or proposed in writing by at least 5% of the eligible voting members of the Society. Amendments to be voted on by member referendum must be filed with the Executive Director at least sixty (60) days prior to the Annual Meeting. Copies of the proposed amendments shall be distributed by the Executive Director according to a method approved by the Council to eligible voting members at least thirty (30) days in advance of the Annual Meeting at which they are to be presented. 
  4. A copy of the current constitution and bylaws shall be published on the Society's website 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 5% of the eligible voting 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 distributed by the Executive Director according to a method approved by the Council to eligible voting members at least sixty (60) days in advance of the Annual Meeting at which they are to be presented. Amendments may be adopted by a two-thirds (2/3rds) vote of those members voting in a referendum conducted according to the bylaws 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 1997, August 2010, August 2011, October 2016.