Bylaws of the American Academy of Religion from 1987 to October 2010
(Amended 1989, 1990, 1994, 2007)
Article I. Name and Duration
Section 1.
The name of the corporation shall be American Academy of Religion, and its duration shall be perpetual. The American Academy of Religion is the successor to the National Association of Biblical Instructors, founded in 1909.
Article II. Purpose
Section 1.
The purpose of the corporation shall be to encourage scholarship and research, to stimulate effective instruction, to promote publication in the field, and to encourage, develop and support the scholarly study of religion at all levels of education.
Article III. Registered Office
Section 1.
The registered office of this corporation shall be located wherever the corporation may determine.
Article IV. Membership and Dues
Section 1.
Persons qualified by being engaged in or having expressed interest in research and/or instruction in the study of religion may be admitted to full membership in the Academy upon application and payment of appropriate dues to the Membership Services Secretary. The Executive Director shall make an annual report of the membership to the Board of Directors.
Section 2.
The Board of Directors shall establish categories of membership and define the qualifications and method of acceptance of members in each category.
Section 3.
Each member of the Academy shall pay annual dues in an amount that the Board of Directors shall fix. The dues year shall be from January 1 until December 31 annually. Failure to pay dues by May 1 in any year will result in Journal subscription interruption, inactivation of membership, and ineligibility to vote in elections or participate in national programs for the remainder of the year. Subsequent payment of dues in the calendar year will serve to reinstate a member and to entitle one to participate and receive services from that time for the remainder of the dues year. Failure to pay by year's end will result in termination of membership.
Section 4.
Currently paid membership shall be a condition for voting in any business meeting of the corporation or for holding office at any level.
Section 5.
Membership may be terminated voluntarily by resignation or non-payment of dues.
Article V. Officers
Section 1.
The officers of the Academy shall be President, President-Elect, Vice-President, Secretary, and Treasurer as provided for by ARTICLE VIII below. These officers shall perform the duties prescribed by these bylaws and by the parliamentary rules and authority adopted by the Academy.
Section 2.
The President, President-Elect, Vice President, and Secretary shall be elected by mail ballot distributed to all current members and they shall serve until their successors take office. Their term of office, except as otherwise specified in these ARTICLES, shall be for one year and shall begin at the close of the annual business meeting at which their election is reported. The Executive Director shall distribute the ballot and compile and report election results to the membership.
Article VI. Duties of Officers
Section 1.
The President shall be elected for a term of one year. She or he shall preside over all meetings of the Academy, the Board of Directors, and the Executive Committee of the Board of Directors and shall perform such other duties as required by these bylaws or delegated by the Academy or its governing body.
Section 2.
The President-Elect shall be elected for a term of one year and shall preside at all meetings at which the President is absent or unable to act. Further, the President-Elect shall serve on the Program Committee, ex officio, and shall consult with and assist the Program Committee Chair (i.e., Executive Director) in arranging the program for the annual meeting.
Section 3.
The Vice-President shall be elected for a term of one year and shall serve on the Program Committee, ex officio.
Section 4.
The Secretary shall be elected for a three-year term and shall be eligible to be re-elected for one additional three-year term. The Secretary shall be responsible for recording and maintaining official records of the proceedings of the Academy. The Secretary shall serve on the Program Committee, ex officio.
Section 5.
The Treasurer is elected by a majority vote of the Board of Directors for a three-year, renewable term and serves as a member of the Board of Directors and the Chair of the Finance Committee. The Treasurer shall propose an annual budget to be acted upon by the Board of Directors. The Treasurer shall receive and disburse funds in accordance with policies and budget approved each year by the Board, or under certain circumstances its Executive Committee. Further, the Treasurer shall invest available funds. The Treasurer shall present a financial report to the annual Business Meeting. The Executive Director shall administer and maintain the Academy's central office to conduct its business and to serve the needs of the Academy, which shall include furnishing an annual list to the Board of Directors of all committees with terms, charges, and referrals from the Board specified.
Section 6.
The term of all offices shall begin at the conclusion of the annual business meeting of the Academy at which their election is announced and shall conclude at the annual business meeting at which their successors' election is announced.
Section 7.
In the nominating and electing of officers of the Academy there shall be no discrimination on account of gender, race, color, national origin, sexual orientation, religion, ideology, political affiliation, age, physical disability, or marital status.
Section 8.
Officers of the Academy vacated by death, incapacitation (certified by a two-thirds vote of the Board of Directors in a mail ballot), resignation or succession shall be filled as follows:
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A. The President-Elect shall succeed to the office of President;
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B. The Vice-President shall succeed to the office of President-Elect;
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C. The office of Vice-President shall remain vacant until the next regular election;
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D. The Secretary or the Treasurer shall be replaced in the same manner as members of the Board of Directors, as provided in Article VII, Section 3;
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E. Succession to office for the remainder of a term shall not prejudice an officer's eligibility to be a candidate for that office at the next election.
Article VII. Meetings of the Academy
Section 1.
An annual meeting of the corporation shall be held in each calendar year at a time and place subject to approval by the Board of directors and in accordance with policies established by the Academy. If a time and place of an annual meeting is not so fixed, the annual meeting shall be held at the registered office of the corporation at 10:00 A.M. on the first Monday in December of the year for which a meeting has not been otherwise fixed.
Section 2
The annual business meeting shall be for the purposes of receiving the results of the election of officers, as specified in ARTICLE VIII, receiving reports of officers and committees and for any other business that properly shall arise. The agenda for the annual business meeting shall be proposed by the President and the Executive Director and published prior to the meeting. Proposals to add items to the agenda that will require action by those attending the meeting shall be submitted to the President and/or the Executive Director at least twenty-four (24) hours prior to the scheduled time of the meeting. Further, such proposals with wording that states the substance of any motion to be offered, shall be posted in a conspicuous place noticeable by the general membership. Such motions shall ordinarily be phrased as recommendations to the appropriate body of the Academy. Resolutions shall be phrased as expressions of those present and voting at the annual business meeting.
Section 3.
Special meetings of the Academy may be called by the President or the Executive Committee of the Board of Directors. The time, place and purpose of the meeting shall be announced to the members at least thirty (30) days in advance. Only the business indicated in the call for the meeting shall be transacted.
Section 4.
Fifteen (15) current members of the Academy shall constitute a quorum for business meetings of the Academy.
Article VIII. Board of Directors
Section 1.
The Board of Directors shall be constituted as specified below:
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A. The officers specified in ARTICLE V: President, President-Elect, Vice-President, Secretary, Treasurer.
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B. One Associate Director who shall be the immediate past president and who shall serve a one-year term.
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C. Regionally elected Directors in numbers equal to the number of regions. The director elected by a region shall be the secretary of the electing region and shall serve for a three-year term or until a successor is elected.
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D. The Chairperson of each Standing Committee established by the Board of Directors.
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E. The Editor of the Journal of the American Academy of Religion.
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F. The Academy's delegate to the American Council of Learned Societies.
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G. A student member of the Academy with a two-year term elected at the time of the regular mail ballot. There shall be at least two nominees of the student member to the Board of Directors.
Section 2.
The Board of Directors may establish executive and administrative positions and appoint or delegate appointment of persons thereto. Any person so named shall meet with the Board of Directors and Executive Committee, ex officio but without vote.
Section 3.
In the event of a vacancy on the Board of Directors by reason of death, resignation accepted by the Board, or otherwise, such vacancy shall be filled by presidential nomination and two-thirds majority vote of the Directors. Directors chosen by this procedure shall serve until the next regular elections.
Article IX. Meetings and Duties of Directors
Section 1.
The Board of Directors shall regularly meet at the time of the Academy's Annual Meeting and at any other times it determines to be in the Academy's interests.
Section 2.
Special meetings of the Board or its Executive Committee may be called by the President, the Executive Committee of the Board or by written request of at least five members of the Board. Except in emergencies, at least thirty (30) days notice shall be given.
Section 3.
At the annual and all other meetings of the Board of Directors fixed under the provisions of these bylaws, ten members shall constitute a quorum for the transaction of business.
Section 4.
The duties of the Board of Directors include:
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A. Elect any replacement Director(s) as shall be required by these bylaws;
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B. Fix time and place for regular meetings of the Board of Directors prior to the next annual meeting of the Academy;
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C. Receive and act upon reports from officers and committees as required;
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D. Determine the number of and formulate charges to any Ad Hoc or new Standing Committees and indicate means for members of such committees to be appointed;
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E. Review the financial position of the Academy and authorize the review or audit of the financial records of the corporation;
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F. Fix the annual budget for the Academy, allocate funds for its operations, and set membership and subscription dues.
Section 5.
In the intervals between meetings, the Executive Committee of the Board of Directors may act by the written agreement of at least two-thirds of its members filed with the Executive Director. Any action approved by such written agreement shall be as binding as those adopted at a regular or special meeting, provided only that notification of such written agreement be sent by the Executive Committee to all members of the Board of Directors as soon as practicable, and provided that no less than ten (10) days shall elapse after such notices are sent before any action based upon the written agreement is taken. The Executive Committee shall provide a detailed report of its actions to the next regular Board meeting. The Board shall review all actions taken on its behalf by the Executive Committee and shall take any actions it deems appropriate.
Section 6.
At all meetings of the Board of Directors ten (10) members of the Board shall constitute a quorum for the transaction of business.
Article X. Committees and Activities of the Academy
Section 1.
The Board of Directors shall establish and review such standing committees as are deemed necessary to manage the activities of the Academy. The Board shall determine in each case the authority delegated to each committee. The size and responsibilities of its Executive Committee shall be fixed and reviewed periodically by the Board of Directors, but its size may not exceed forty percent (40%) of the Board. In consultation with the Executive Director the President shall appoint members of committees and report them to the Board. Terms on Standing Committees shall be for three years.
Section 2.
Ad Hoc Committees as deemed necessary shall be authorized by the Board of Directors, its Executive Committee or the Executive Director. The President shall appoint members to such committees.
Section 3.
The activities of the Academy shall be guided by its purposes and evaluated in terms of those purposes. In considering the creation of new committees and in evaluating the continuation of extant committees, effective promotion of the purposes of the Academy shall be a decisive criterion.
Section 4.
In addition to responding to the charges and exercising the delegated authority from the Board to Standing and Ad Hoc Committees, each committee shall initiate proposals and recommendations to the Board of Directors to further the achievement of the purposes of the AAR. Each committee shall maintain a record of its meetings, actions and recommendations; the chairperson of each committee shall annually report its activities to the Board and file committee meeting minutes with the central office.
Section 5.
The Board shall annually allocate appropriate funds to enable the Standing and Ad Hoc Committees to accomplish the work delegated to them.
Article XI. Regional Groups
Section 1.
To accomplish the purposes of the American Academy of Religion (cf. ARTICLE II. Sec. 1) regional groups may be formed with the approval of the Board of Directors. At least every five years, the Board shall review the effectiveness of the various regional groups, their number, and their geographical boundaries and may alter the number and boundaries to accomplish the Academy's purposes more effectively.
Section 2.
Each regional group may arrange for meetings within the geographical area assigned to it, but no such meeting shall conflict with the annual meeting of the Academy. Attendance and participation in the meetings of all regions shall be open to all members of the Academy, regardless of their residence.
Section 3.
Only members of the Academy who reside within the geographical area served by a regional group shall be able to vote on the business of that region. Further, residence in the region is necessary to be eligible to be elected to an office in a region, or to remain in office. If a regional officer moves from the electing region, the office becomes vacant automatically. The officers or executive committee of the regional group may name a replacement to serve the remainder of the year during which the vacancy occurs. The vacated office shall then be filled by an election held at the next annual business meeting of the regional group.
Section 4.
Registration fees sufficient to cover costs associated with regional meetings may be charged. No region, however, may levy additional dues.
Section 5.
Each regional group shall maintain a record of its meetings, and the secretary shall file minutes and financial statements annually with the central office.
Article XII. Affiliations
Section 1.
Upon authorization of the Board of Directors, the Academy may affiliate or cooperate with and participate in other organizations concerned with the study of religion and other related subjects.
Section 2.
A delegate shall be selected to serve a four-year term to the American Council of Learned Societies. The delegate shall be elected by the Board of Directors at its annual meeting upon nomination by the President.
Section 3.
The Academy may authorize other organizations with common purposes to contribute to the programming of the AAR as Affiliated Societies. Less formal connections may be expressed through association with Related Scholarly Organizations. Both categories of relationship shall require approval by the AAR Board of Directors.
Article XIII. Limitations of Activities
Section 1.
Notwithstanding any other provision of these bylaws, the Academy shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and the Regulations thereunder, or by an organization contributions to which are deductible under Section 170(a)(2) of such Code and the Regulations thereunder, or by an organization qualifying under Section 509(a)(2) of the Internal Revenue Code and the Regulations thereunder.
Section 2.
Where reference is made herein to a provision of the Internal Revenue Code it is intended to mean the Internal Revenue Code of 1954 as it presently exists or as it may be amended in the future, and any successor provision under any United States taxing statute.
Article XIV. Seal
Section 1.
The seal of the corporation shall be a disk inscribed with the following words:
AMERICAN ACADEMY OF RELIGION
Corporate Seal
1964
In lieu of a cut or metal disk, the officers of the corporation may affix the seal of the corporation by inscribing the words aforesaid within a drawn or printed circle.
Article XV. Parliamentary Authority
Section 1.
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Academy in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Academy may adopt.
Article XVI. Amendments
Section 1.
These bylaws may be amended by a two-thirds vote of the members present at a regularly constituted annual meeting or at a special meeting called for the purpose of making bylaws revisions.
Section 2.
Notice of the wording of proposed bylaws revisions shall be distributed to all members of the Academy at least thirty days (30) before the meeting at which they are to be considered.
Section 3.
In order for an amendment to be adopted, the required two-thirds majority favoring it must include not fewer than ten (10) members.
November 1989:
Article VI, Section 8, Duties of Officers, amended
April 1990:
Article XI, Section 3, Regional Groups, amended
November 1994:
Article VI, Section 7; and Article VIII, Section 1, B, amended
November 2007
Article V, Section 2; Article VI, Sections 5 and 6; Office of Treasurer, amended
Current AAR Bylaws are here.