Proposed Revisions to OAH Constitution |
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Constitution of the Organization of American Historians Revised Article I-Name The name of this Organization shall be the Organization of American Historians. Article II-
1 Clarifying information: The organization’s mission statement was adopted in 1999 and revised in 2003. It is the basis for the organization’s strategic plan and future development. It is printed in all OAH publications. Pro: The mission statement reflects the organization’s current purposes and spells them out more clearly than the organization’s traditional “object.” Con: The “object” focuses specifically on study and research rather than other professional issues. Article III-Membership Section 1. Membership in the Organization is open to anyone interested in American history. 2 Clarifying information: The establishment of membership categories in the constitution makes it more difficult to adjust to membership trends or financial needs of the organization. The establishment of specific membership categories is more a function of the executive board and executive office than of the constitution or the membership. Pro: As the governing body of the organization with fiduciary responsibilities, the executive board should be able to create or eliminate membership categories and their dues. Con: Members would lose direct control over the establishment of membership categories. Section 2. Institutions may subscribe to the publications of the organization, but they are not eligible for membership. Article IV-Officers and Terms of Office Section 1. The officers of the Organization shall be a President, a President-Elect, who shall succeed to the presidency at the end of his/her term, a Vice President, who shall become President-elect at the end of his/her term, an Editor of the Journal of American History, an Executive Director, and a Treasurer. The Editor and Executive Director shall serve as nonvoting members of the Executive Board. 3 Clarifying information: Currently, the individual nominated President-elect serves one year in that capacity, one year as president, and three years as past president. In addition, as incoming president-elect, the person appoints his/her program committee, but is not an official member of the executive board. The above change would make the incoming president-elect the vice president and a member of the executive board. S/he would serve two years on the board before becoming president and two years after serving as president. Pro: This would eliminate the third, often onerous, year that a past president serves after her/his presidency. It would also give her/him voice and vote on the board in the first year of service as vice president. Con: We have heard no opposition to this proposed change. 4 Clarifying information: Currently the editor, executive director, and treasurer have a vote on the board. They also report to the board. The treasurer serves as a voluntary officer, while the editor and executive director are paid staff. This arrangement at OAH is unusual and unlike most learned societies where the executive director and editor report to the board and serve on the board without a vote. Pro: This would eliminate the odd situation of an editor or executive director voting on the board to which they report. It would also eliminate the potential conflict of interest that an editor or executive director might face when voting on matters before the board—does s/he vote as the editor or executive director or as a regular board member? Can s/he easily separate those two interests? Con: The editor and executive director would lose the weight or authority that comes with being a voting member of the executive board. Section 2. The officers, together with former Presidents who continue to serve for 5 Clarifying information: This last clause spells out some of the more important board responsibilities that formerly went without saying. Pro: It is good that everyone knows that the executive board has fiduciary, legal, ethical, and philanthropic responsibilities. Con: It does go without saying and is not necessary to add this additional language. Section 3. The President, Section 4. In the case of death, disability, or resignation of the President, the President-Elect shall succeed as President. In the case of the death, disability, or resignation of both the President and President-Elect, the Vice President shall succeed as President. In the case of the death, disability or resignation of the President, President-Elect, and Vice President, the most recent past President shall serve as President Pro Tempore. 6. Clarifying information: These changes reflect the earlier change creating the position of vice president. Section 5. The Editor of the Journal of American History, the Executive Director, and the Treasurer shall be appointed by the Executive Board for 7. Clarifying information: The terms for these three appointed officers have traditionally been five years and it is now officially stated to be five years. Annual reviews of the executive director began in 2006. Biennial reviews of the editor would begin in 2008. The purpose of the review is to strengthen the communication and relationship between the executive board and the editorial and executive offices. The review of the treasurer, the one voluntary appointed officer, takes place in the penultimate year of his/her term and will assist the board as they consider reappointment or the search for a new treasurer. Since all three appointed officers report to the board, it is the responsibility of the board to conduct their reviews. Pro: It is important to have the term of office clearly stated. The annual and biennial reviews of the executive director and editor are designed to clarify the board’s, director’s, and editor’s “roles, responsibilities, and job expectations”; “to provide insight into the board’s perceptions” of the executive director’s and editor’s “strengths, limitations, and overall performance”; and “to foster the growth and development of the chief executive,” the editor and the organization. Con: Annual and biennial reviews are time consuming and should be done over longer periods of time. They require well thought out and well established procedures if they are to be productive. Done carelessly or cursorily, they could be counterproductive, even destructive to the organization, setting up an adversarial relationship between the board and the executive director/editor. Section 6. The term of office of elected officers shall begin with the adjournment of the annual Business Meeting. Article V-Elections Section 1. There shall be an annual election by mail or e-mail ballot. Section 2. Nominations. Nominations shall be made by a Nominating Board of nine persons elected by the membership. Members of this board shall serve three-year terms, three being elected each year. The Vice President Section 3. Voting. The Executive Director shall prepare and mail by paper and e-mail the official ballot to the membership at least six weeks before the annual meeting. Ballots, to be valid, must be cast electronically or returned by regular mail at least two weeks before the Annual Meeting to the Nominating Board Chair at the address of the OAH Executive Office. The Executive Director shall report the results to the Chair of the Nominating Board at least one week before the annual meeting. In case of a tie vote in the mail ballot, or in order to fill an emergency vacancy, the election in question shall be determined by ballot at the annual Business Meeting. When a vacancy occurs in the Executive Board with two or more meetings left in their term, the Executive Board candidate who received the next highest number of votes cast in the most recent election shall serve for the remainder of the term. The election results shall be announced at the annual Business Meeting and in the September issue of the Journal of American History. Article VI-Powers and Duties The Executive Board shall have the final and legal responsibility for the well-being of the Organization. It shall have general charge of the affairs of the Organization including the call and the conducting of the annual and special meetings, supervision of business affairs and development, including the hiring of a certified public accountant to audit the Organization’s books, the publications program, and any other programs adopted by the Organization. The Executive Board in consultation with the Executive Director shall have the authority to develop appropriate personnel procedures. 8. Clarifying information: These additions put into writing some of the board’s responsibilities that it already exercises. All OAH executive office staff and JAH editorial staff are currently Indiana University employees governed by IU personnel policies. OAH should establish personnel policies that define the organization’s relationship to Indiana University and protect it from any potential liability. The executive board quorum is unchanged but moved to this article from Article VII. In its one hundred-year history, the organization has not established branches or affiliates and it is highly unlikely it will pursue such a practice in the future. Nothing in the revision, however, precludes OAH from establishing branches in the future if it chose to do so. Pro: It is important to have the important responsibilities of the board spelled out in the constitution. Con: It is unnecessary to state these responsibilities as they are the normal powers of not for profit governing bodies. Article VII- a. The annual business meeting of the Organization shall take place during the Organization’s annual meeting held each spring. b. A parliamentarian shall be appointed by the president and shall advise the president on conducting the annual business meeting. Robert’s Rules of Order shall govern the meeting’s conduct. c. A quorum of the membership for the Business Meetings shall consist of 9. Clarifying information: This article previously dealt with quorums at the annual business meetings and the executive board meetings. There was nothing in the constitution, however, that established when the annual business meeting would occur or about the appointment and role of a parliamentarian. Since it is often difficult to secure a quorum of fifty at the annual business meeting, the quorum was reduced to twenty-five. Pro: The time and place of the annual business meeting should be clearly stated in the constitution along with the parliamentary procedures governing such meetings. In the recent past, attendance at business meetings has often been below fifty members. It is unfortunate that attendance is so low, but the quorum should be such that it allows the organization to conduct its business according to the constitution. Con: Twenty-five members out of a total of 9,500 should not be determining the business of the organization. Article VIII-Amendments, Bylaws, and Business Resolutions Section 1. Amendments to the Constitution may be proposed by the Executive Board, by the annual Business Meeting through a motion adopted by a simple majority, or by a petition signed by 100 members and submitted to the Executive Director. All proposed amendments, along with clarifying information and pro and con arguments, must be submitted to the total membership through a mail and/or e-mail ballot, and for ratification require a favorable vote by two-thirds of the members voting. Section 2. The Organization must adopt bylaws to specify any added conditions of membership, procedures for holding annual meetings, duties or terms of officers, and requirements for fiscal responsibility, to constitute and empower permanent or recurring committees, and to make other changes in operational procedures as necessary, so long as they remain consistent with the 10. Clarifying information: This sections gives the executive board the power to make and amend bylaws. This is the normal responsibility of most learned societies’ and not for profits’ governing boards. The tradition in OAH has been for the attendees at the annual business meeting to approve bylaw changes. This process, however, can hold up actions for close to a year, since any bylaw changes need to be approved at the business meeting. Pro: This change reflects the standard practice of learned society and not for profit boards and facilitates the board’s ability to take actions when needed. Con: This change reduces the involvement of members in the organization’s governance. Section 3. Proposals for action by the Organization, consistent with Article II of this Constitution, which do not involve changes in the Constitution or Bylaws, shall be made in the form of ordinary motions or resolutions to be submitted to the annual Business Meeting. All such motions or resolutions submitted at the Business Meeting must first be submitted at least thirty days prior to the meeting to the OAH Executive Director and the OAH Parliamentarian. Motions or resolutions presented by the Executive Board become effective when carried by a simple majority vote of the meeting. Motions or resolutions originated by members and adopted by a majority of the meeting and Executive Board motions or resolutions amended on the floor may be reviewed by the Executive Board at its next meeting, but if rejected by the Executive Board must be submitted to the full membership in a mail and/or e-mail ballot accompanied by a summary of the pro and con positions as developed in the debates within the Business Meeting and within the Executive Board. Such a motion or resolution is adopted by a favorable majority vote of the members voting. 11. Clarifying information: This change requires that any member proposing a motion or resolutions to the business meeting needs to submit it a month in advance of the meeting, rather than spontaneously from the floor. Pro: This allows important matters for discussion to be submitted ahead of time to the members thus encouraging greater participation and involvement in the business meeting. It is standard procedure for many organizations. Con: This measure restricts the right of a member to bring a matter up from the floor of the meeting and could be considered less democratic than current provisions. |
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