Section IV. Council

A. General

1. The Council is the elected governing body of the Society of American Archivists. Together with the Society's officers and the executive director, it is responsible for SAA’s governance, legal compliance, and financial well-being. 
2. Council members must be willing and able to attend all meetings of the SAA Council.
3. Council members are required annually to complete and file with the executive director a conflict-of-interest disclosure statement.
4. Council members may not serve as an officer, chair, or member of an SAA committee, board, section steering committee or roundtable steering committee, as editor of The American Archivist or publications editor, or as an official representative to an external organization (except where this service is mandated by the SAA constitution or bylaws or where the Council delegates such service to an officer or Council member).¹

 B. Composition²

1. The Council consists of the president, vice president / president-elect, treasurer, and nine Councilors elected at-large by voting members of the Society.
2. Three of the nine Councilors are elected in each annual election for terms of three years. Councilors are ineligible for immediate reelection.
3. If a vacancy occurs among the Councilors or in any of the offices except the presidency, it may be filled by the Council.  The persons designated will 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.

C. Functions

The Council is responsible for the following³:

1. Ensuring the legal and ethical integrity of the organization.
2. Providing proper financial oversight and ensuring adequate financial resources.
3. Establishing policy for the Society.
4. Ensuring effective planning.
5. Monitoring and strengthening programs and services.
6. Ensuring the organization’s public standing.
7. Supporting the work of the paid staff.

D. Duties

1. Provide leadership and direction for the Society and its component groups to ensure achievement of SAA’s goals. 
   1. Develop, monitor, and report on SAA’s Strategic Plan.
   2. Communicate actively and transparently with members about SAA business and the Council’s actions using appropriate media. 
   3. Communicate with component groups on aspects of the Strategic Plan that affect them and/or on which they can provide support. 
   4. Advise the executive director and senior staff on the archives environment and on major policies relating to Society programs.
   5. Call special meetings of the Society as needed. 
   6. Recommend, by a majority vote, amendments to the Society's constitution.⁴
   7. Prepare, adopt, or amend SAA’s bylaws.⁵
   8. Formally consider and vote on all resolutions of the business meeting which request the Council take a specific action. Notify the membership of the results of the deliberation.
2. Ensure the financial stability and growth of the organization.
   1. Review and approve the Society’s annual operational plans and budget. 
   2. Provide members with information about the sources and expenditure of SAA funds.
   3. Provide for and publish an annual audit of SAA’s financial affairs. 
   4. Review the dues structure at least every three years. 
   5. Approve all requests for external funding.
   6. Consider the budget requests of SAA component groups and incorporate approved expenditures into the Society’s annual budget.
   7. Acting through the Executive Committee, hire the executive director, participate in the annual review of the executive director’s performance, and provide direction as needed. 
   8. Approve any relocation of the SAA office.
   9. Dispose of SAA’s property, funds, or other assets in the event of the dissolution of the Society.
3. Establish, review, and approve SAA policies.
   1. Consider policy revisions recommended by component groups, representatives to external organizations, members, and staff.
   2. With advice from the executive director, establish policies and approve key decisions related to the location and conduct of the Annual Meeting.
4. Provide oversight, stay informed, and ask questions.
   1. As assigned, serve as liaisons to SAA component groups, including boards, committees, task forces, working groups, roundtables, and sections. 
   2. With regard to component groups:  Review annual reports; develop additional activities, tasks, and recommendations; and create and terminate. 
   3. Elect three Fellows to one-year terms on the Committee on the Selection of Fellows. 
5. Build and coordinate Society relationships with individuals and groups outside the Society.
   1. Communicate with external groups on matters of mutual interest, including aspects of the Strategic Plan that affect them and/or on which they might provide support.
   2. With regard to representatives to external organizations:  Review annual reports; develop additional activities, tasks, and recommendations; and create and terminate. 
6. Manage the Council's own work meetings and activities.
   1. Distribute all Council meeting materials to SAA members per a Council-approved schedule. 
   2. Establish policies and procedures for Council work.  Periodically review the cost and effectiveness of Council activities and governance. 
   3. Conduct all Council meetings in open session.  Enter into executive (i.e., closed) session only upon a two-thirds majority vote of those Council members present and only to discuss specific agenda items.
   4. Assign specific work to Council members:
      • First-year class:  Plans the Leadership Orientation and Forum held at the Annual Meeting.
      • Second-year class:  Reviews the Governance Manual and recommends updates for Council approval.
      • Third-year class: The Council elects one of the three third-year individuals to serve a one-year term on the Executive Committee.⁶ The other two third-year members are appointed to one-year terms on the Nominating Committee.

Approved by the Council: June 1991
Revised by Council: February 2003, May 2010, August 2010, January 2012, July 2013

¹ Per a resolution adopted at the January 30-February 1, 1987, meeting of the Council, reaffirmed at the June 2-4, 1989, meeting, and amended at the June 11-14, 1992, and August 28, 2001, meetings.

² Per Article V. of the SAA constitution.

³ Derived from Richard T. Ingram, Ten Basic Responsibilities of Nonprofit Boards, Second Edition (BoardSource 2009).

⁴ The process for amending the SAA constitution is spelled out in X. Amendments.

⁵ The process for creating and amending the SAA bylaws is spelled out in Article IX. of the constitution.

⁶ See Bylaw 4.