The Constitution of the Southwest Oral History Association

Update February 2013:

FROM EXISTING BYLAWS:

A. Amendments to this constitution must be proposed by the Board of Directors or by petition signed by no fewer than six (6) members in good standing of SOHA. Proposed amendments, along with a summary of the purpose of each amendment, must be filed with the secretary at least one month before the annual business meeting.

The secretary forwards them to the webmaster within one week, who then places them on the website at least three weeks before the annual business meeting, so the members can review them. Notice of the purpose and wording of the proposed amendments must be distributed in writing to all members present at the meeting where they are to be voted upon.

Below are the proposed changes to SOHA's bylaws from our Business Meeting April 14, 2012:

III. Changes to Bylaws

Caryll announced proposed changes to the bylaws which the board had already discussed at their morning board meeting:

1. Officers’ terms would be changed from 1 year to 2 years

2. The offices of 2nd VP and Historian would be added to the current board

3. The new offices would be Interim Positions until general membership has been notified prior to 2013 Annual Business Meeting

4. Membership voted and approved proposed changes to bylaws

5. New terms commence July 1, 2012 6. General membership to be notified of changes to SOHA bylaws

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ARTICLE 1 NAME

The name of this organization shall be the Southwest Oral History Association (SOHA)

ARTICLE II  PURPOSES

A. The purposes of the Southwest Oral History Association (Association) are to provide a vehicle for communication among persons, programs, and institutions that will foster understanding of the uses of oral history; to provide guidance to oral history projects; to create educational programs and resources; and to aid in securing financial funding for worthy oral history projects. The Association is not organized for the private gain of any person.

B. No substantial part of the activities of the Association shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Association shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for office.

C. The Association is a nonprofit organization which shall be operated exclusively for educational and charitable purposes within the meaning of section 501(C)(3) of the Internal Revenue Code.

D. The Association’s fiscal year extends from July 1 to June 30.

ARTICLE III   MEMBERSHIP

A. Membership is open to any interested person or institution meeting the dues requirement.

B. Membership dues are determined by the Board of Directors subject to approval by a majority of the members present at an annual business meeting.

C. All members in good standing are eligible to vote at the annual business meeting.

D. The membership year begins January 1 and ends December 31.

ARTICLE IV    OFFICERS AND BOARD of DIRECTORS

A. The officers of the Association are president, first vice president, Conference Chair, second vice president, membership, secretary, and treasurer. Each person elected shall be a member in good standing. Elections shall take place at the annual business meeting.
B. The management of the business of the Association is vested in the Board of Directorscomposed of the officers, past president, four (4) state representatives and a student representative elected by the membership at the annual business meeting and the immediate past president.

C. All officers and the student representative are elected for one year. State Representatives are elected for  terms of two years.  Each may be re-elected at the annual business meeting.

D. The Board of Directors shall establish standing committees and other positions deemed necessary to achieve the goals of the Association.

E. The Board of Directors shall make interim appointments to fill vacancies until the next annual business meeting

F. The  Board of Directors shall operate in conformity with the constitution and bylaws adopted by the members of this Association, as amended.

G. Six (6) members of the Board of Directors shall constitute a quorum.

H. Removal of Board Member: A board member may be removed from the Board of Directors by two-thirds vote of the board present at a regular board meeting if they determine it is in the best interest of the Southwest Oral History Association.  A quorum must be present. Board members, including the one subject to removal, must be notified at least two weeks in advance and the board member in question allowed to speak at the meeting. Reasons for removal may be negligence, unexcused absences, incompetence, unethical or disruptive behavior. If possible, mediation with a  mediator agreeable to both parties is recommended before removal in cases of disruptive behavior.

ARTICLE V  MEETINGS

A. The Association will hold one annual business meeting at the Annual Meeting of the Association (conference) or at such time and place as the Board of Directors determines. The oard of Directors may call additional meetings of the membership.

B.  All official business of the Association shall be ratified at the annual meeting.

C.  A majority vote of the members present who are qualified to vote constitutes a quorum for Association meetings.

D.  Final minutes or a summary of the minutes of the annual business meeting shall be published on the Association Web site.

ARTICLE VI  AMENDMENTS

  1. Amendments to this constitution must be proposed by the Board of Directors or by petition signed by no fewer than six (6) members in good standing of SOHA. Proposed amendments, along with a summary of the purpose of each amendment, must be filed with the secretary at least one month before the annual business meeting.  The secretary forwards them to the webmaster within one week, who then places them on the website at least three weeks before the annual business meeting, so the members can review them.   Notice of the purpose and wording of the proposed amendments must be distributed in writing to all members present at the meeting where they are to be voted upon

B. Amendments to this constitution shall be enacted by a two-thirds vote of members in good standing of those present at the annual business meeting. The results of the voting shall be published in the next issue of the Newsletter and on the Association Web site.

BYLAWS OF THE SOUTHWEST ORAL HISTORY ASSOCIATION

ARTICLE I MEMBERSHIP DUES & PRIVILEGES

  1. Membership dues for individual, institutional, lifetime, student, and sponsoring members are determined by the Board of Directors, subject to approval of the membership at the annual business meeting

B.  Only life members and members of the Association who have paid dues for the current year have voting privileges. Institutional members are entitled to representation at any meeting by one delegate who may vote, but, if that delegate is also an individual member, he/she may not cast a second vote.

C. Members also have the right to hold office, to serve on committees, and to receive the Newsletter and the Membership Directory.

ARTICLE II DUTIES OF THE OFFICERS

A The president shall:
l. direct and coordinate the affairs of the Association;
2. preside at all general membership and Board of Directors meetings;
3. appoint committee chairpersons, with the approval of the Board;
4. be an ex-officio member of all committees, except the Nominating Committee;
5. be responsible for oversight of the banking operations through access to on-line and/or printed bank statements.  Sign checks when necessary. 6. represent SOHA at meetings of the Oral History Association;
7. sign official SOHA correspondence;
8. submit an annual report at the annual business meeting;
9. be responsible for maintaining good public relations with the community.

B The first vice president shall
1. perform the duties of the president in the absence of the president
2. oversee and report to the president on the conference.

C.The second vice president shall

    1. perform the duties of the president in the absence of both the president and the first vice president
    2. oversee and report to the president on membership.
    3. maintain membership records.

D. The secretary shall:
1. keep accurate minutes of all business and Board of Directors meetings;
2. distribute minutes to each member of the Board of Directors within three (3) weeks of the meeting;
3. prepare and send notices of regular business and Board of Directors  meetings 4. receive and maintain all records of the organization during his/her tenure. 

E.. The treasurer shall
1. deposit all Association dues, financial contributions, and income into accounts at such banks or other financial institutions as the officers may direct within two months;2 pay all bills of the Association;
3.submit any expenditure over $250 not in approved budget for prior approval by the officers;
4. keep accurate records of monies received and expended and make financial reports at  Board of Directors meetings and at the annual business meeting;
5. submit an annual budget for adoption by the Board of Directors
6. ensure that the president and first vice-president are signers on the on-line bank account by August 1 after their election.
7. update the appropriate government documents, including changes of address and tax returns.

ARTICLE III COMMITTEES

  1. There shall be a Nominating Committee consisting of a past president, who is chair and two other members in good standing, appointed by the Board of Directors.
  2. The Board of Directors may establish additional standing committees to conduct the business and necessary goals of the Association. These may include publication, membership, Internet, finance and education, awards, grants & scholarships, outreach, performance/exhibits, and such other committees as are necessary.
    C.The Board of Directors may appoint special committees for a stated period to accomplish a specific purpose.

ARTICLE IV PARLIAMENTARY AUTHORITY

Robert’s Rules of Order shall govern the proceedings of the Association except as otherwise provided for in the constitution and bylaws.

ARTICLE V  NOMINATIONS AND ELECTIONS
There shall be a Nominating Committee consisting of a past president, who is chair and two other members in good standing, appointed by the Board of Directors. The Nominating Committee shall solicit nominees for all offices and report names of nominees on the website three (3) weeks prior to the annual business meeting, as well as at the meeting.

No Association officers may serve on the Nominating Committee and members of the committee may not be candidates for office.  The Nominating Committee shall submit to the Board of Directors a list of candidates for each of the offices of president, first vice president, second vice president, secretary, treasurer, and state representatives at least three weeks before the annual business meeting. Additional nominations may be made by any member in good standing of the Association by submitting the nomination in writing to any member of the Nominating Committee before the actual vote is conducted.

ARTICLE VI AMENDMENTS

A. Amendments to these bylaws must be proposed by the Board of Directors or by petition signed by no fewer than six (6) members in good standing of SOHA. Proposed amendments, along with a summary of the purpose of each amendment, must be filed with the secretary at least one month before the annual business meeting.  The secretary forwards them to the webmaster within one week, who then places them on the website at least three weeks before the annual business meeting, so the members can review them.

B. Notice of the purpose and wording of the proposed amendments must be distributed in writing  to all members present at the meeting where they are to be voted upon.

  1. Amendments to these bylaws shall be enacted by a two-thirds vote at the annual business meeting. The vote result shall be published in the next issue of the newsletter and on the Association Web site

ARTICLE VII ASSOCIATION’S ASSETS

A. The property of the Association is irrevocably dedicated to charitable purposes, and no part of the net income or assets shall ever inure to the benefit of any director, officer, or private person.

B. Upon the dissolution or winding up of the Association, its assets remaining after payment, or provision for payment, of all debts and liabilities shall be distributed to a an oral history association or archive that has established its tax-exempt status in IRS section 501(C)(3).

ARTICLE VIII ANTI-DISCRIMINATION

Neither membership nor full participation in the activities of this Association shall be denied to any person on account of race, color, religion, sex, age, national origin, sexual orientation, or disability.

Constitution and Bylaws adopted June 6, 1981, Pasadena CA by voice vote of members.
Amended March 29, 2009 by voice vote of members in Los Angeles, CA at the annual business meeting.