Constitution of the Association for Documentary Editing
Amended 15 November 2012, 22 February 2008, 26 October 1995, and 21 October 1993. [jump to Bylaws]
The name of this organization shall be The Association for Documentary Editing.
The object of this association shall be to encourage excellence in documentary editing by providing means of cooperation and exchange of information among those concerned with documentary editing and by promoting broader understanding of the principles and values underlying the practice of documentary editing.
Membership in this association shall be open to any person upon payment of one year’s dues as provided for in the bylaws. Any member whose dues are in arrears shall be dropped from the membership roll. Former members 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, hold office, or serve on committees of the association.
Section 1. The elected officers of the association shall be a president, a president-elect, a director of publications, a secretary, and a treasurer. These officers shall perform the duties prescribed in this constitution and by the parliamentary authority exercised by the association.
Section 2. The officers shall be elected by the members of the association through a ballot distributed to all members at least six weeks but no sooner than thirteen weeks before the annual meeting. Results will be announced at the annual meeting. Officers shall serve for one year, except that the president-elect will automatically assume the office of president for the year following the term as president-elect. The officers’ terms will begin at the close of the annual meeting at which their election is announced.
Section 3. No member shall hold more than one elected office in the association at a time. The president shall not serve two consecutive terms. The director of publications, the secretary, and the treasurer shall be eligible to serve up to three consecutive terms. No two members affiliated with the same documentary editing project, agency, or institution may hold office concurrently, except that officers changing their affiliation after election to office may serve out their terms.
Section 1. There shall be an annual meeting, part of which shall be devoted to a business meeting of the association. The council (as defined in Article VI below) shall publish notice of the time and place of the annual meeting and the business meeting at least six months prior to each meeting. The council may change the time and place of the annual meeting and the business meeting to accommodate unforeseen circumstances outside the association’s control.
Section 2. Special meetings may be called by the council or at the written request of one-third of the members or twenty-five members, whichever number is smaller. Such written request shall be submitted to the president by any means that allows for confirmation of delivery. Special meetings may be called for any purpose.
Section 3. One-tenth or fifteen of the members of the association, whichever number is smaller, shall constitute a quorum for the conduct of business. Except where otherwise required by this constitution, the association’s bylaws, or the parliamentary authority exercised by the association, a motion shall pass upon a majority of the members present voting in favor of passing the motion.
Section 1. The council shall consist of the officers of the association, the immediate past president, and three at-large members. If the immediate past president cannot serve, the council shall elect a substitute who will serve as long as the past president is incapable of assuming the council position.
Section 2. The at-large members shall be elected by the association’s members in the same manner as the officers of the association. Each at-large member shall serve for a three-year term. At-large members shall be eligible for reelection.
Section 3. The council shall have general supervision of the affairs of the association, fix the hour and place of meetings, and make recommendations to the association. The council may delegate any one or more of its members to represent the association or to perform an executive function when attendance by the full council would be impractical.
Section 4. The council shall be subject to the orders of the association, and none of its acts shall conflict with actions taken by the association.
Section 1. The association shall have standing committees as enumerated below and such temporary committees as the president may establish from time to time with the consent of the council. Except as specified below, the number of members on each committee shall be determined by the president with the consent of the council. Each standing and temporary committee shall not have more than one member from the same project, agency, or institution, but the president, with the concurrence of the council, can in special cases name two or more members from the same project, agency, or institution to any committee with the exception of the nominating committee.
Section 2. The membership shall elect a nominating committee of five on the same ballot by which officers of the association are elected. The council may nominate up to five persons to serve on the nominating committee, and only one member from the same project, agency, or institution shall be nominated so to serve. Other persons (without such limitation) may be nominated by written petition signed by at least twenty members of the association, such petitions being received by the president by any means that allows for confirmation of delivery no later than ninety days before the announced date of the annual meeting. (See Article IV, Section 2.) The five nominees receiving the highest number of votes shall be elected, except insofar as their election would violate the limitation in Section 1 of this article. In such case, the nominee receiving the next highest number of votes whose election does not violate said limitation shall be elected. In the case of tie votes that would enlarge the membership of the committee beyond five, the council shall have the authority to break ties and declare one of the candidates elected.
Section 3. The president shall appoint, promptly after the annual business meeting, a publications committee composed of the director of publications and at least three other members. This committee shall consult with the council in matters of policy relating to the association’s publications and shall plan, execute, and oversee the association’s publishing projects.
Section 4. The president shall appoint, promptly after the annual meeting, a program committee composed of the president-elect and at least three other members. This committee shall plan programs for the annual meeting and for such special meetings as may be called by the council.
Section 5. The president shall appoint, with the concurrence of the council, such other committees, standing or special, as they from time to time deem necessary to carry on the work of the association. The president shall be ex officio a member of all committees except the nominating committee.
VIII. Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the association in all cases to which they are applicable and in which they are not inconsistent with this constitution, the bylaws, or any special rules of order that the association may adopt.
Section 1. Amendments to this constitution may be proposed (1) by the council; (2) by written petition to the council (which petition shall be submitted to the president by any means that allows for confirmation of delivery) signed by one-third of the members or twenty-five members, whichever is smaller; or (3) by majority vote of the members present at the annual business meeting.
Section 2. A proposed amendment to this constitution must first be circulated to the membership at least six weeks before an annual business meeting; must be placed on the agenda of that meeting for discussion; and must receive a majority advisory vote of members at that meeting. If the proposed amendment meets these preliminary requirements, it must then receive a majority vote of those voting on a ballot distributed to all members.
X. Restrictions and Requirements for Maintaining Tax-Exempt Status
Section 1. No part of the assets or income of the association shall inure to the benefit of, or be distributable to its members, councilors-at-large, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this association.
Section 2. No substantial part of the activities of the association shall attempt to influence legislation, and the association shall not participate in or intervene in (including the publishing or distribution of statements) any campaign on behalf of any candidate for public office.
Section 3. Notwithstanding any other provision of these articles, the association shall not carry on any activity not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States law regulating taxation) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States law regulating taxation).
Section 4. Upon the dissolution of the association, the council shall, after paying or making provision for the payment of all of the liabilities of the association, dispose of all of the assets of the association exclusively for the purposes of the association, and if such assets are transferred to another organization or organizations, such organization or organizations shall be organized for essentially the same purposes as the association and shall qualify as exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States law regulating taxation). Any such assets not so disposed of shall be disposed of by a state court with jurisdiction over such matters in the county in which the principal office of the association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine.
Section 5. This association is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1954, although it is not necessary that the association be qualified as a 501 (c) (3) organization by the Internal Revenue Service.
Revised 9 August 2012, 22 February 2008, 26 October 1995, and 1 September 1993.
1. Object of Organization
The object of the association as stated in the constitution, ratified November 1978 and subsequently amended , is “to encourage excellence in documentary editing by providing means of cooperation and exchange of information among those concerned with documentary editing and by promoting broader understanding of the principles and values underlying the practice of documentary editing.”
2. Compensation of Officers or Committee Members
Officers, committee chairs, and committee members shall serve without salary or other financial compensation. The council shall determine, on a case-by-case basis, reimbursement for actual expenses of travel, food, and lodging for persons on official business. Officers and committee members shall not be compensated for attendance at the annual meeting of the association, except for the secretary, who will be reimbursed for travel, food, and lodging.
a. The council shall fix a date and a place of the annual business meeting at least one year in advance of each meeting. The council shall arrange to publish, in at least one of the association’s official publications, a notice of the date and place of the annual business meeting.
b. Special meetings may be called by the council or upon the written request of one-third of the members or twenty-five members, whichever is smaller.
4. Duties of Officers
a. The president shall preside at the official meetings of the association and the council and perform all duties of the chief executive officer. The president-elect shall serve in the absence of the president.
b. The secretary shall keep the records, prepare agendas for meetings, notify appropriate members, circulate minutes to the membership, and assist in arranging for meetings of the association.
c. The treasurer shall collect dues and maintain the association’s financial records and file any necessary forms with the U.S. Internal Revenue Service.
d. The director of publications, with the assistance of the publications committee and in consultation with the council, shall set policies relating to the association’s publications and shall plan, execute, and oversee those publications. The director of publications chairs the publications committee, grants permission to reprint materials of which the association owns the copyright, and appoints (with the consent of the council) editors of the association’s publications.
5. Business Operations
a. The fiscal year of the association shall be June 1–May 31. The treasurer’s report shall be read at the annual meeting and published in at least one of the association’s official publications.
b. The council shall determine from time to time the appropriateness of a full audit of the association’s finances by a certified public accountant. It is recommended, but not required, that a full audit take place every three years, or whenever there is a change in the office of treasurer.
c. The president, the secretary, and the treasurer shall have the authority to sign checks and make cash deposits or withdrawals, in any of the accounts of the association. The president, the secretary, and the treasurer (and no other person) shall have the authority to sign contracts, grant applications, and reports to granting agencies. The president is empowered to assume the duties of the secretary or the treasurer should either or both be unable to perform the duties of office.
d. The council has the authority to open checking and savings accounts as deemed appropriate, and to deposit association funds in interest-bearing accounts, bonds, mutual funds, money-market accounts, and other regularly established financial instruments. The council does not have the authority to speculate in the stock market or to place the association’s funds into any speculative enterprise.
e. The council has the authority to assess dues, provided that the council gives notice to the membership of a dues increase at least six weeks before an annual business meeting; a dues increase must be placed on the agenda of that meeting for discussion and must receive a majority advisory vote of members at that meeting. If the dues increase proposed by the council meets these preliminary requirements, it must then receive a majority vote of the members attending the subsequent annual business meeting.
6. The council shall appoint the association’s representative to the National Historical Publications and Records Commission, taking cognizance of the Commission’s “Resolution on Conflict of Interest.”
7. Procedure for Amending or Adding to the Bylaws
The bylaws may be amended, or new provisions added, by a majority vote of those attending an annual business meeting, assuming a quorum is present as described in Article V, Section 3 of the constitution.
8. Nothing in the bylaws may supersede or alter any provision of the constitution. Should a conflict of interpretation arise, the language of the constitution shall govern.