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 CEO, it is responsible for SAA’s governance, legal compliance, and financial well-being. 
2. Council members are exoected to attend and participate in all meetings of the SAA Council, virtually or in-person.
3. Council members are required annually to complete and file with the CEO a conflict-of-interest disclosure statement.
4. To ensure that the Society has a broad pool of leadership and to avoid power dynamic imbalances, Council members may not serve as an officer, chair, or member of an SAA committee, board, section steering committee or 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 and 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 recommendation of the Executive Committee and a Council vote. .  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:

D. Duties

1. Provide leadership and collective vision for the Society to be a leader in the archival profession. As subject matter experts, advise the CEO, and staff on issues, emerging trends, and pain-points of the archival profession.
   1. Develop and adapt SAA’s Strategic Plan and other organizational strategic priorities.
   2. Coordinate and liaise with component groups and committees on aspects of the Strategic Plan that are delegated/assigned to them. 
   3. Call additional meetings of the Council and member town hall forums as necessary to ensure that membership feels well-informed of organizatinal leadership actions, and that broad input and feedback are incorporatred into Council decisions and actions. 
   4. Maintain and update the Governance Manual including the Constitution and Bylaws. Edits to the Constitution and Bylaws must be approved by a majoriy membership vote. Modifications to additional Governacne Manual setion can be approved by a majority vote of Council
   5. Ensure the financial sustainability, transparency, and well-being of the organization.
2. 1. Review, prioritize, and approve the Society’s annual 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. Deliberate and approve/deny requests of SAA component groups seeking external funding to avoid potentially conflicting funding requests from multiple SAA units. Deliberate,prioritize, and approve/deny SAA internal funding requests by component groups.
   6. In partnership with the Executive Committee, hire the CEO participate in the annual review of the CEI’s performance, and provide direction as needed. 
   7. Approve any relocation of the SAA office.
   8. 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. Provide vision and guidance on finaliizng details of the Annual Meeting; including the location and policies.
4. Liaise with assigned component groups, including boards, committees, sections, task forces, and working groups. 
   1. Review annual reports; develop additional activities, tasks, and approve or deny petitions to create, transition to a discussion group and sunset component groups. . 
   2. Elect three Fellows to one-year terms on the Committee on the Selection of Fellows. 
   3. Advocate on behalf of component groups to support their activities,including infrastructure and funding assistnace to Council. 
   4. Communicate information between component groups and Council.
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. Establish policies and procedures for Council work.  Periodically review the cost and effectiveness of Council activities and governance. 
   2. Council is expected to hold offical Business Meetings minimally four times per year in open session. Council may schedule additional ad-hoc meetings to explore in-depath complicated topics and build cohesion as a team. These additional emeetings wil be open by default but may include executive sessions. (see below)
   3. Council can enter into executve (i.e., closed) session with a two-thirds majority vote of those Council members present and only to discuss specific agenda items. Participants for executive sessions will be determined by Council and may or may not include non-Council member attendees and SAA staff. 
   4. 7. Council members:are required to participate actively in at least one Council subcommittee per year.  Subcommittees include
   • First-year cohort- Plans the Leadership Orientation and Forum held in the fall.
   • Second-year cohort - Reviews the Governance Manual and recommends updates for Council approval. Modifications to the Constituion and by-laws are required to have an all member referendum. Esits to all other sections of the Governance Manual are approved by Council vote.
   • Third-year cohort - : 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, April 2025

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.