To: Members of the American Academy of Religion
From: Claudia Schippert, Executive Director
Subject: Proposed Changes to the AAR Bylaws
Date: October 16, 2023
After careful consideration, the Board of Directors unanimously recommended several revisions to the AAR bylaws.
The bylaws outline how revisions and amendments are to be handled:
Article X. Amendment:
These bylaws may be amended by a two‐thirds majority vote of the entire Board of Directors, followed by a two‐thirds majority vote of the Members present and voting at a meeting of the Members, or by mail or electronic ballot. Notice of the proposed revisions and meeting shall be distributed to all Members of the Academy at least thirty days (30) prior to the meeting at which they are to be considered.
With this memo, the Board provides the AAR membership notice of proposed revisions, as well as its intention to bring these proposed revisions to a vote at the AAR’s Annual Business Meeting. The Annual Business Meeting (A19-100) will be held on Sunday, November 19, 2023, from 7:30 AM to 8:45 AM, in San Antonio, Texas. Please join us at the Annual Business Meeting to discuss and vote on these bylaws revisions.
The proposed bylaws changes are specified below. The actual change in text is provided for each revision. A strikethrough font (like this) indicates passages or text to be deleted. A red font (like this) represents new text or passages to be added.
Proposed Bylaws Revisions
Article III. Membership
Section 2. Admission.
Applicants for membership must complete an application form provided by the AAR and submit the application to the AAR Executive Office. Membership is subject to approval by the Board of Directors which may be delegated to the Executive Director.
Article IV. Meetings
Section 1. Annual Business Meeting.
The Academy shall hold an annual business meeting in conjunction with the Annual Meeting at a place and time fixed by the Board of Directors. The annual business meeting may be held by any means of communication, as decided by the Board of Directors, by which all Members participating may simultaneously hear the proceedings during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting.
Section 4. Special Meetings.
Special meetings of the Academy may be called by the Board of Directors or its Executive Committee. The time, place, and purpose of the meeting shall be announced to the Members at least thirty (30) days in advance. The meeting shall be announced to the Members at least thirty (30) days in advance. The special meeting may be held by any means of communication, as decided by the Board of Directors, by which all Members participating may simultaneously hear the proceedings during the meeting. A Member participating in a meeting by this means is deemed to be present in person at the meeting. Only the business indicated in the call for the meeting shall be transacted.
Article V. Board of Directors
Section 3. Student Director.
A Student Director shall serve a term of two years and may not serve an additional consecutive term. The Student Director must be, at their election, a graduate student. The Student Director must be a Member who, at the time of their election, is a graduate student. The Student Director shall serve a term of three years and may not serve an additional consecutive term as Student Director.
Section 4. Program Unit Director.
The Program Unit Director must be a Member with experience as a Program Unit Chair. The Program Unit Director shall serve a term of three years and may not serve an additional consecutive term as Program Unit Director.
Section 5. Regions Director.
The Regions Director must be a Member with experience in the leadership of an AAR Region as a Regionally Elected Coordinator, President, Vice President, or Treasurer of an AAR region another regionally elected officer. The Regions Director shall serve a term of three years and may not serve an additional consecutive term as Regions Director.
Section 6. Status Committee Director.
The Status Committee Director shall lead the Board’s efforts to communicate effectively with AAR’s “Status” Committees and shall help to administer accountability and accessibility policies that may be adopted by the Board. The Status Committee Director shall serve for a term of three years and may not serve an additional consecutive term as Status Committee Director.
Section 7. Contingent Faculty Director.
The Contingent Faculty Director shall be a Member who, at the time of election, is teaching in a non-tenure-track position. The Contingent Faculty Director advocates for cultural and structural change to ensure just work conditions, pay, and collective bargaining rights for contingent faculty in order to foster equity, labor justice, and the common good in the Academy. The Contingent Faculty Director shall serve a term of three years and may not serve an additional consecutive term as Contingent Faculty Director.
Section 8. At-Large Directors.
At‐Large Directors shall serve terms of three years and may not serve an additional consecutive term as At-Large Director.
Section 9. Election.
Except for the President, President‐Elect, and Executive Director, Directors are elected by majority vote of the Members eligible to vote, and they serve until their successors take office. Their terms of office begin at the close of the meeting at which their election is reported. Election shall be by written or electronic ballot, distributed to all Members eligible to vote at the email address on file at the AAR executive Office. The Executive Director shall manage the election and report the results to the membership. The President and President‐Elect succeed to office as provided in these bylaws.
Section 11. Board Meetings.
The Board of Directors shall meet at least twice a year at a time and place established well in advance, and at other times it determines to be in the Academy’s interests. Meetings may take place by any means of communication by which all members can hear each other simultaneously. Notice of the time and place of the meeting shall be given. A Board of Directors meeting may be held by any means of communication, as directed by the Executive Committee, by which all directors participating may simultaneously hear each other during the meeting. A director participating in the meeting by this means is deemed to be present in person at the meeting. In emergencies, special meetings of the Board may be called by the President, by the Executive Committee, or by written request of at least a third of the Board members. At least two days’ notice shall be given of special meetings of the Board to all directors. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. The right and duty of a Director to attend Board meetings and to vote shall not be delegated to another nor exercised by proxy.
Section 12. Action without Meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting of the Board if two‐thirds of the total number of Directors shall consent in writing or electronic communication. Such written/electronic consent(s) to take action shall be filed with the official minutes of the Board. Any action so taken shall have the same force and effect as action taken at a meeting of the Board of Directors.
Article VI. Officers
Section 6. Treasurer
The Treasurer is responsible for the funds of the Academy, as well as their accurate accounting. The Treasurer also proposes an annual budget to the Board of Directors and sees to the completion of an annual external audit. The Treasurer serves for a term of three years or until their successor is elected and may not serve an additional consecutive term. The Treasurer serves as Chair of the Finance and Audit Committee.
Article VII. Committees of the Board and Working Groups
Part I. Committees of the Board
Section 2. Finance Committee Finance and Audit Committee
The Finance and Audit Committee shall oversee the financial aspects of the AAR including the annual budget, investments, and fiscal planning and shall review the annual audit, recommending, as appropriate, its acceptance by the Board. Membership shall include one At‐Large Director and three Members who are not directors on the Board of Directors and the AAR Executive Director. The Chief Finance and Administration Officer/Chief Operating Officer shall staff the Committee. It The Finance and Audit Committee is chaired by the Treasurer.
Section 3. Audit Committee.
The Audit Committee shall review the annual audit, and, as appropriate, recommend its acceptance by the Board. The membership of the Committee shall include the President, the President‐Elect, the Vice President, and one non‐board Member, who may be a non‐Member, with significant experience in finance. It is chaired by the President. The Committee shall meet once per year. The meeting shall include, as needed, the AAR auditor, the Chief Finance and Administration Officer, the Executive Director, and the Treasurer. Membership should not overlap with the Finance Committee.
Section 4. Section 3. Governance and Leadership Development Committee.
The Governance and Leadership Development Committee shall present to the Board at least two candidates to run for each AAR Director position elected by vote of the membership. The criteria for nomination include distinction in scholarship, teaching, and service to the Academy. The Committee selects candidates so as to bring the rich diversity of the AAR membership to the Board of Directors. The Committee shall be composed of five mMembers: three Members who are not on the Board of Directors, the immediate past president of the Academy, and the Status Committee Director. The three non‐director non-Board of Directors Members shall serve a term of three years and may not serve additional consecutive terms. The Governance and Leadership Development Committee may also recommend to the Board policies and procedures concerning elections to leadership positions. The Executive Director shall staff this committee.
Section 5 Section 4. Program Committee.
The Program Unit Director chairs the Program Committee. Membership includes the Vice President (ex officio), one At‐Large Director, and ten other AAR non‐director non-Board of Directors Members, all of whom must have had significant pProgram Unit experience. The cCommittee shall meet after the Annual Meeting, and once at another point during the year. The Chief Scholarly Engagement Officer Director of Programs and Publications, the Executive Director, and other members of the AAR executive staff, as necessary, shall staff this committee.
Section 6. Section 5. Appointment.
Each fall the Executive Committee will prepare a slate of candidates to fill open positions (for the following year) on Committees of the Board. This slate will be brought to the entire Board for its consideration. After discussion, when the final slate has been formulated, the Board will vote to appoint the slate of candidates to Committees of the Board.
Article VIII. Regional Groups
Section 1. Nature and Scope.
To enhance the AAR’s programs and activities in support of its purposes, the Board of Directors may establish regional groups. Each regional group may sponsor meetings and other activities within its assigned geographical area and charge fees sufficient to cover the costs of such activities. No region may levy additional dues or fees. Members may belong to only one region. Members who reside in the geographical area of a region are automatically constituents of the region. However, members may choose to become a member of a different region if they wish. Members may select the region in which they wish to be a Member. Attendance and participation in non-governance related regional activities shall be open to all Members, regardless of their place of residence.
Section 2. Governance.
Each Board‐established regional group is subject to the authority of the Board of Directors Each region shall establish a regional board of directors that is subject to the authority of the AAR Board of Directors. Each regional group shall maintain a record of its activities, and the Regionally Elected Coordinator shall submit an Annual Report with financial statements to the Executive Director. Regional directors and officers must be AAR mMembers. Any mMember of a region may hold office or vote in that region’s elections. Elections will be conducted by the AAR Office by electronic ballot distributed to all Members eligible to vote at the address on file at the AAR Office. In circumstances where the electronic ballot cannot be distributed, regional elections may be held in-person at the region’s business meeting. The regional student director must be a student in good standing at a school located within that region at the time of election.
Article X. Amendment
These bylaws may be amended by a two‐thirds majority vote of the entire Board of Directors, followed by a two‐thirds majority vote of the Members present and voting at a meeting of the Members, or by mail or by electronic ballot. Notice of the proposed revisions and meeting shall be distributed to all Members of the Academy at least thirty days (30) prior to the meeting at which they are to be considered.