Be it resolved that the association adopt the following constitution.
The name of this society shall be the American Historical Association.
Its object shall be the promotion of historical studies through the encouragement of research, teaching, and publication, the collection and preservation of historical documents and artifacts, the dissemination of historical records and information, the broadening of historical knowledge among the general public, and the pursuit of kindred activities in the interest of history.
Membership in the association shall be open to any person interested in history upon the payment of one year's dues. Any member whose dues are in arrears shall be dropped from the roll. Members who have been so dropped may be reinstated at any time by the payment in advance of one year's dues. Only members in good standing shall have the right to vote or to hold office in the association. Honorary members of the association may be elected by the Council, and such honorary members shall be exempt from payment of dues.
The elected officers shall be the president, the president-elect, and three vice-presidents. The appointed officers shall be the executive director, the editor of the American Historical Review, and the controller.
The president shall be elected for a one-year term. It shall be his or her duty to preside at meetings of the Council and at the business meeting and to formulate policies and projects for presentation to the Council to fulfill the chartered obligations and purposes of the association.
The president-elect shall be elected for a one-year term. He or she shall be a member of the Council. If the office of president shall, through any cause, become vacant, the president-elect shall thereupon become president.
Each of the vice-presidents shall be elected for a three-year term. He or she shall serve as a member of the Council and as chairman of a Divisional Committee composed of one other member of the Council appointed annually by the president and three members each elected for staggered three-year terms.
It shall be the duty of each vice-president, under the direction of the Council and with the assistance of the executive director, to formulate policies and projects for submission to the Council on behalf of his or her respective division.
The executive director shall be the chief administrative officer of the association. It shall be his or her duty, under the direction of the Council, to oversee the affairs of the association, to have responsibility for the continuing operations of the association, to supervise the work of its committees, to assist in the formulation of policies and projects for submission to the Council, to execute instructions of the Council, and to perform such other duties as the Council may direct.
The appointed officers shall be designated by the Council for specified terms of office not to exceed five years and shall be eligible for reappointment. They shall receive such compensation as the Council may determine.
There shall be a Council, constituted as follows:
(a) The president, elected for a term of one year, the president-elect, elected for a term of one year, and the three vice-presidents, elected for staggered terms of three years.
(b) Elected members, six in number, chosen by ballot in the manner provided in Article VIII. These members shall be elected for a term of three years, two to be elected each year, except in the case of elections to complete unexpired terms.
(c) The immediate past president, who shall serve for a one-year term.
(d) The executive director, serving as a nonvoting member.
The Council shall conduct the business, manage the property, and care for the general interests of the association. The Council shall fix the amount of dues and the date upon which any change of dues becomes effective. It may appoint such committees as it deems necessary. The Council shall call an annual meeting of the association at a place and time it deems appropriate. It shall report to the membership on its deliberations and actions through the publications of the association and at the business meeting.
To transact necessary business in the interim between meetings of the Council, there shall be an Executive Committee composed of the president, the president-elect, and not more than three other voting members of the Council elected annually by the Council. The Executive Committee in the conduct of its business shall be subject always to the general direction of the Council.
For the general management of the financial affairs of the association, there shall be a Finance Committee composed of the president, the president-elect, and not more than three other voting members of the Council elected annually by the Council.
There shall be a Research Division, a Teaching Division, and a Professional Division of the association, each with its appropriate vicepresident and Divisional Committee.
It shall be the duty of the Research Division, under the direction of the Council, to help promote historical scholarship, to encourage the collection and preservation of historical documents and artifacts, to ensure equal access to information, and to foster the dissemination of information about historical records and research.
It shall be the duty of the Teaching Division, under the direction of the Council, to collect and disseminate information about the training of teachers and about instructional techniques and materials and to encourage excellence in the teaching of history in the schools, colleges, and universities.
It shall be the duty of the Professional Division, under the direction of the Council, to collect and disseminate information about employment opportunities and to help ensure equal opportunities for all historians, regardless of individual membership in the association.
The Council shall call a business meeting, open to all members of the association in good standing, to convene at the time of the annual meeting.
The Business Meeting, by a majority vote, may consider resolutions and deal with proposals of any kind concerning the affairs of the association, receive reports of officers and committees, instruct officers and the Council, and exercise any powers not reserved to the Council, Nominating Committee, Board of Trustees, and elected or appointed officers of the association.
All measures adopted by the Business Meeting shall come before the Council for acceptance, nonconcurrence, or veto. If accepted by the Council, they shall be binding on the association.
The Council may veto any measure adopted by the Business Meeting that it believes to be in violation of the association's constitution or which, upon advice of counsel, it judges to be in violation of law. The Council shall publish an explanation for each such veto.
The Council may vote not to concur in any measure adopted by the Business Meeting. Within ninety days of the Council meeting following the business meeting, the Council shall publish its opinion of each measure with which it does not concur and submit the measure to a mail ballot of the entire membership. If approved by a majority of the members in the mail ballot, the measure shall be binding on the association.
The Council may postpone implementation of any measure adopted by the Business Meeting or approved by mail ballot that in its judgment is financially or administratively unfeasible. The Council shall publish an explanation of each such decision and justify it at the subsequent business meeting.
The Nominating Committee shall consist of nine members, each of whom shall serve a term of three years. Three shall be elected each year. The president shall fill by ad interim appointment any vacancy that may occur between annual meetings.
The Nominating Committee shall nominate, by annual mail ballot, candidates for the offices of president, president-elect, vice-president, member of the Council, member of a Divisional Committee, and member of the Nominating Committee. On the annual ballot the Nominating Committee shall present at least one name for each of the offices of president and president-elect and two or more names for vice-president and each vacant membership on the Council, on the Nominating Committee, and on the Divisional Committees, as well as the names of any persons nominated by petition as below specified. The committee shall invite and consider suggestions from members of the association for candidates for each of the vacancies to appear on the ballot. It shall announce its nominations to the membership six months in advance of the respective terms of office.
Nominations may also be made by petitions carrying in each case the signatures of one hundred or more members of the association in good standing and indicating in each case the particular vacancy for which the nomination is intended. Nominations by petition must be in the hands of the chairman of the Nominating Committee at least three months before the annual meeting. In distributing the annual ballot by mail to the members of the association, the Nominating Committee shall present and identify such candidates nominated by petition along with its own candidates, having first ascertained that all candidates have consented to stand for election.
The annual ballot shall be mailed to the full membership of the association at least six weeks before the annual meeting. No vote received after the due date specified on the ballot shall be valid. Election shall be by plurality of the votes cast for each vacancy. The votes shall be counted and checked in such manner as the Nominating Committee shall prescribe and shall then be sealed in a box and deposited in the headquarters of the association, where they shall be kept for at least one year. The results of the election shall be announced at the business meeting and in the publications of the association. In the case of a tie vote, the choice among the tied candidates shall be made by the Business Meeting.
There shall be a Board of Trustees, five in number, consisting of a chairman and four other members, nominated by the Council and elected at the business meeting of the association. Election shall be for a term of five years except in the case of an election to complete an unexpired term. The Board of Trustees, acting by a majority thereof, shall have the power, under the policy direction of the Council, to invest and reinvest the permanent funds of the association with authority to employ such agents, investment counsel, and banks or trust companies as it may deem wise in carrying out its duties, and with further authority to delegate and transfer to any bank or trust company all its power to invest or reinvest. Neither the Board of Trustees nor any bank or trust company to whom it may so transfer its power shall be controlled in its discretion by any statute or other law applicable to fiduciaries, and the liabilities of the individual members of the board and of any such bank or trust company shall be limited to good faith and lack of actual fraud or willful misconduct in the discharge of the duties resting upon them. The Finance Committee of the Council shall meet at least once each year with the Board of Trustees of the association to discuss investment policies and the financial needs of the association.
Amendments to the constitution may be proposed by the Council or by petition to the Council of one hundred or more members in good standing. Amendments thus proposed shall be reported to the membership through one of the association publications or by other means at least six weeks before the next business meeting and shall be placed on the agenda of that meeting for discussion and possible revision. An amendment from the floor adopted at a business meeting shall be published at least six weeks prior to the next business meeting and voted upon at that meeting. Acceptance or rejection of the amendment shall thereupon be determined by mail ballot of the membership.
The Council may adopt bylaws not inconsistent with the provisions of the constitution, upon any matter of concern to the association.
Upon the adoption of this constitution, the Council shall have the power to decide upon the details of the transition from the existing organization to that embodied in this document.