CONTENTS
August 20, 1974
(as amended August 1978, August 1979, August 1984, August
1985, and August 1988)
BYLAWS
THE ACADEMY OF ACCOUNTING HISTORIANS
A NOT-FOR-PROFIT CORPORATION
(To Accompany Corporate Charter)
I. Objectives
- The purpose of this not-for-profit organization, named
The Academy of Accounting Historians, is to encourage research, publication,
teaching and personal interchanges in all phases of accounting history and
its interrelation with business and economic history including the environment
within they developed.
II. Membership
- There shall be two classes of members: regular and
life. The amount and type of annual dues and payment schedule will be proposed
by the Board of Trustees and ratified by the membership. All members ratified
shall be entitled to full voting and other privileges pertaining to The
Academy.
- Any person supporting the purposes of The Academy will
be enrolled as a regular member upon payment of annual dues to the Secretary
or other authorized representatives of The Academy. The Board of Trustees
shall have powers to regulate membership as to admission and discipline.
- Scholars of distinction in accounting history may be
designated life members. Selection of such members shall be made by a committee
of members and Trustees appointed by the President of The Academy and its
recommendations shall be subject to approval by the Board of Trustees. Dues
of life members shall not exceed fifty percent of those paid by regular
members.
- A member deficient in payment of dues will be held
to be "not in good standing."
III. Officers and Trustees
- The Academy shall have the following elective offices:
a President, a President-Elect, two Vice-Presidents (1st Vice-President
and 2nd Vice-President), a Secretary, and a Treasurer, each elected for
one-year terms, commencing on the first day of January following the election.
- There shall be a Board of Trustees. The number of Trustees
shall not be less than twelve or more than twenty. Such Trustees shall consist
of the officers named above in Article III, Section 1, and members elected
by the general membership as nominated in Article III, Section 3. The terms
of office of Trustees who are not officers shall be three years with at
least two Trustees to be elected each year. The details of initial election
and technique for intial succession are to be designated by the President
serving at the time of incorporation. In any event, a Trustee should stand
for election at least once each three years, excepting past presidents.
Each retiring President of the Academy shall, upon election of his successor,
become a member of the Board of Trustees for a term of three years. The
president may apoint an interim Trustee to fill a vacancy created by the
departure of any Trustee during the Trustee's term of office.
- Each year the President shall designate a nomination
committee of five persons. The committee shall be composed of the three
most recent past presidents of The Academy and two other Academy members
who shall be appointed by the President. If one or more of the most recent
past presidents is unable or unwilling to serve, then the next most recent
past president(s) shall be appointed. The nominating committee shall present
to the membership of The Academy the nominations for the offices of President,
President-Elect, Vice Presidents, Secretary, and Treasurer, and the nominations
of Trustee positions to be filled. All Nominees must be members of the Academy
in good standing. Nomination may also be made from the floor in accordance
with Robert's Rules of Order (Newly Revised).
- Election of officers will be held at the conclusion
of the annual business meeting. Proxy votes are limited to one certified
proxy per member in good standing in attendance. The results of the election
shall be certified and announced by the Secretary. The Secretary shall certify
proxies prior to the start of the meeting.
IV. Duties of the Officers and Trustees
- The President of the Academy shall preside at all meetings
of The Academy, other than meetings of the Board of Trustees. In case of
the President's disability or absence, these duties shall be discharged
by the President-Elect or a Vice-President according to numerical order.
Standing and special committees, to include the task specification and the
membership, shall be appointed by the president.
- The President-Elect and Vice-Presidents shall undertake
whatever functions are deemed appropriate by the President of the Academy.
- The Secretary shall keep the records of The Academy
and the minutes of the general meetings. The Treasurer shall receive and
have custody of the funds of the Academy.
- The Chairman of the Board of Trustees shall be elected
at an appropriate meeting of the Board of Trustees. The elected Chairman
will hold that office for a term to be specified, but no longer that one
three-year term, and may not serve consecutive three year terms. The Chairman
will preside at meetings of the Board of Trustees. In the Absence of the
Chairman of the Board of Trustees, these duties shall be discharged by the
President, or alternatively by the President-Elect, or a Vice-President,
according to numerical order.
The Trustees shall have responsibility and authority to approve all disbursements
in excess of $1,000 (price-level adjusted from August 1974, using the CPI-U
index) unless otherwise authorized by special resolution of the Trustees.
they may accept, renew and propose research, teaching and seminar projects
in keeping with the objectives of The Academy. The Board of Trustees shall
fill vacancies in the list of officers and may adopt any rules and regulations
of the conduct of its business not inconsistent with these bylaws. It shall
act as a committee on time and place of meetings, and perform such duties
as The Academy may delegate to it. A quorum shall consist of eight Trustees,
with the provision that action taken at any meeting not attended by the
majority of the Trustees shall be confirmed tharough a majority correspondence
received from the Board of Trustees.
- An adequate record of funds is to be maintained by
the Treasurer. An annual report shall be prepared and reported by the Treasurer
to the membership each year in an appropriate fashion. The Treasurer shall
prepare an annual financial plan for presentation to the membership at the
annual business meeting. An examination of the financial records will take
place as deemed necessary by the Trustees.
V. Meetings
- The annual and any other meetings of The Academy shall
be held at such time and place as determined by the Trustees. Notice of
such time and place shall be given to members, by mail or otherwise, before
such meetings unless other means of satisfactory notice can be applied.
Such notice should include an agenda. A quorum at such duly called meetings
shall consist of those members present or represented by appropriate proxy.
- Special meetings of The Academy may be called at such
time and place as may be determined by a resolution of the Board of Trustees.
- Meetings of the Board of Trustees or the officers of
The Academy shall be called by the President of the Academy or at the request
of any four Trustees; all announcements of meetings shall be throug the
office of the Secretary.
- The program for the annual meeting of the Academy shall
be the responsibilty of the President. an agenda of all meetings should
be reported to members at least three weeks before the annual meeting.
- For purposes of conduction all general and special
meetings of the organization, Robert's Rules of Order (newly revised) will
apply wherein the bylaws do not specify procedure. A parlimentarian will
be appointed by the officer presiding at each meeting.
- A digest of the action taken by the Trustees during
the year shall be reported at the next annual business meeting of The Academy.
VI. Amendments
- Amendments to these bylaws may be submitted at any
time by any member to the President and by the President submitted to the
Trustees at their next regular meeting for approval or disapproval. Amendments
shall be adopted if so voted by a plurality of the membership of The Academy
in attendance (Article V, Section 1), or at the discretion of the Trustees
by a majority vote of all voting members through a poll by mail.
Amendments shall go into effect as soon as the results of pools are approved
and reported at a regular annual business meeting.
- Every member of The Academy is encouraged to submit
suggestions and recommendations for the improvement and expansion of the
activities of The Academy to the Trustees or the officers in writing or
from the floor during meetings of The Academy.
VII. Disciplines
- The Trustees are empowered to discipline any member
who has not fulfilled his obligation to advance the purposes of The Academy.
In all cases the member shall be properly notified of the prospect of action
against him and afforded an opportunity to present his or her position.
VIII. Selection of Directors
- The Trustees of the Academy shall select and/or elect
the Directors of The Academy of Accounting Historians as incorporated under
the laws of the State of Alabama, for every period as necessary, except
that the initial directors for purposes of incorporation shall be S. Paul
Garner, W. Baker Flowers, and Gary John Previts, all residents of the State
of Alabama. The Corporate Agent must be a resident of the State of Alabama
and shall be nominated by the President and approved by a majority of the
Trustees voting. If for any reason the President shall fail to make a nomination
or the person he or she nomiates is not approved, than any Trustee may nominate
a person for the position of Corporate Agent. The Agent shall represent
the corporation with regard to corporate legal matters and shall serve as
a Trustee.
IX. Compensation
- Officers, Trustees, Directors, and members of standing
committees shall not be compensated for services. Persons employed on a
wage or salary basis to perform administrative or other duties shall be
governed by Article IV, Section 4.
X. Dissolution
- In the event of dissolution, the residual assets of
the organization will be turned over to one or more organization whcih themselves
are exempt as organizations described in section 501(c)(3) and 170(c)(2)
of the Internal Revenue Code of 1954 or corresponding sections of any prior
or future law, or to the federal, state, or local government for exclusive
public purpose.