As adopted September 1992 and amended October 1994, October 2001, September 2003, September 2004, September 2005, and September 2008
Article I. Purpose
1. The purpose of the Economic History Association is to encourage and promote teaching, research, and publication on every phase of economic history (including the history of agriculture and industry, trade and banking, business and labor, science and technology, government policies, economic thought, and any other allied or constituent subject) and the preservation and administration of the materials for research in such areas.
2. The Association holds annual meetings and publishes the Journal of Economic History as media for communicating the results of research and reflection on any part or the whole of the field of economic history as defined above.
Article II. Membership
1. Any person supporting the objectives of the Association will be enrolled upon payment of dues to the Executive Director or other authorized person. Membership and all activities of the Association are open to all those who accept its professional goals, without regard for race, creed, handicap, sexual orientation or any other characteristic.
2. There will be five classes of members: regular, student, emeritus, joint, and life members. All dues and payments will be specified by the Board of Trustees. All members shall be entitled to full voting privileges and to receive all publications of the Association. Joint members shall be those persons who pay dues jointly in connection with other associations under arrangements determined by the Board of Trustees in consultation with responsible authorities of the respective associations. They shall have voting privileges, and shall be entitled to receive all publications of the Association. Life members shall be those persons who contribute a sum equal to twenty times the annual dues in a single payment; they shall be exempt from annual dues, and shall be entitled to all the privileges of regular members.
Article III. Officers and Trustees
1. The Association shall have the following elected officers: a President, a President-Elect, a Vice-President, and an Executive Director. There shall be two non-voting appointed officers: a Meetings Coordinator, and the EH.net Director. The terms of office of the President, the President-Elect, and the Vice-President shall be one year. The President-Elect, shall, upon completion of his or her term, serve as President in the following year. The term of office of the Executive Director shall be five years. The terms of office of the Meetings Coordinator and the EH.net Director shall be three to five years, as negotiated at the time of appointment.
2. The number of Trustees shall not be fewer than ten nor more than seventeen. Said trustees shall include the officers named in Section III, Paragraph 1, the editors of the Journal, the Chair of the Budget and Audit Committee, and four members elected by the Association. Each retiring President of the Association shall, upon the election of his or her successor, become a member of the Board of Trustees for a term of three years. The term of office of the Trustees who are not officers, editors, or former officers of the Association shall be four years, one to be elected each year. The senior representative by date of appointment to the General Assembly of the International Economic History Association will serve on the Board of Trustees ex officio. With the approval of the President, he or she may designate the junior representative to serve as a replacement at any meeting of the Board. Each President who takes office in an odd-numbered year shall appoint one of the two representatives to the International Economic History Association to a four-year term beginning in January of the following year. The out-going representative may be reappointed no more than once.
3. The immediate past President will serve as Chair of the nominating committee consisting of six voting members including the vice President and the past Chair of the Nominating committee. The remaining three members will be appointed by the President. The Executive Director will serve in a non-voting capacity ex officio. The Nominating Committee shall be instructed to present to the Executive Director of the Association at least four months before the annual meeting, one nomination for the office of President-Elect, and two or more nominations for Vice President and each Trustee office to be filled. All of the nominees must be members of the Association. In appropriate years the Board of Trustees shall make at least one nomination for a vacancy in the office of Executive Director.
4. The President and President-Elect shall be ineligible for re-election.
5. Elective officers shall be chosen through elections to be held during the last six months of the term of office of their predecessors. Each voting member shall be given the opportunity to vote by mail. The results of the election shall be certified and announced by the Executive Director or other designated officer at the next annual meeting of the Association or by individual letter to the members of the Association.
6. One of the two Editors of the Journal of Economic History is appointed each odd year by the Board of Trustees (after receiving the advice of the Editorial Committee) for a period of four years.
7. In the event that the office of the Executive Director, Meetings Coordinator, or Editor becomes vacant for any reason whatsoever, the President shall appoint a replacement. Such appointee shall serve until the next annual election.
Article IV. Duties of Officers
1. The President of the Association shall preside at all meetings of the Association and the Board of Trustees. In case of his or her disability or absence, the duties shall devolve upon the President-Elect, the Vice-President, or the Executive Director, in that order. The newly installed President shall select and announce a program theme for the annual meeting over which he or she shall preside. The President shall fill all vacant committee assignments and appoint a Program Committee and Association representatives to affiliated organizations at the beginning of his or her term as President after seeking the advice and consent of the Board of Trustees. Ad hoc committees may be appointed by the President at any time.
2. The Board of Trustees in consultation with the President-Elect shall select the place where the annual meeting will be held during the year of his or her presidency and shall appoint the Local Arrangements Committee that will serve during his or her presidential year. The President-Elect will serve ex officio on the Budget and Audit Committee and the Membership Committee.
3. The Executive Director shall keep the records of the Association, oversee the electoral process, prepare reports for presentation to the Committees and to the board of Trustees, conduct correspondence on behalf of the Association, and serve as liaison with the press that publishes the Journal. The Executive Director shall also serve in the capacity of the Treasurer of the Association and shall receive and have custody of the funds of the Association. He or she shall manage the financial and physical resources of the Association (under the instructions of the Investment Committee), keep the financial records of the Association in good order and available for inspection upon short notice, and file tax forms and other legal documents on behalf of the Association. He or she shall also manage the membership of the Association (in close collaboration with the membership committee). The Executive Director will serve ex officio on all standing committees of the Association except the Audit committee, the Local Arrangements committee, and the Program Committee. The Executive Director shall perform such other duties as the Trustees shall assign.
4. The Meetings Coordinator is responsible for arranging and managing the annual meetings. The Coordinator will negotiate arrangements at meeting sites, coordinate conference planning with the work of the Local Arrangements and Program Committees, and manage the finances associated with each meeting. The Coordinator will prepare a detailed budget and a provisional plan for each meeting, for prior approval by the Board of Trustees. The Coordinator will keep the finances of each meeting separate, obtaining any necessary transfers of funds from the general Association account, and returning any residual to the general Association account. The Coordinator will serve ex officio on the Local Arrangements committee.
5. The Trustees shall have control and management of the funds of the Association. They may adopt any rules and regulations for the conduct of their business not inconsistent with these by-laws or with the rules adopted at any annual meeting of the Association. They shall act as a committee on time and place of meetings, and perform such other duties as the members may delegate to them. A quorum shall consist of any six members of the Board of Trustees, one of whom must be the President or President-Elect, with the proviso that action taken at any meeting not attended by the majority of the Trustees shall be confirmed by a numerical majority of the Board of Trustees through correspondence.
Article V. Meetings
1. The annual and other meetings of the Association shall be held at such time and place as shall be determined by the Trustees in consultation with the President-Elect. Notice of such time and place shall be given to members in the June issue of the Journal and also by mail by the Meetings Coordinator at least one month before such meetings.
2. Special meetings of the Association may be called at such time and place as may be determined by a resolution of the Board of Trustees.
3. Meetings of the Board of Trustees may be called by the President of the Association or at the request of four Trustees; all announcements shall be made through the office of the Executive Director or the President.
Article VI. Committees of the Association
1. There shall be a Committee on Research in Economic History consisting of six members of the Association, two to be appointed each year by the President for staggered three-year terms, plus the Executive Director ex officio. The President will appoint one of the senior members to serve as a Chair. The Chair willl participate as a nonvoting member in the Fall meeting of the Board of Trustees immediately prior to his or her period of service. The Committee on Research is charged with advising the Board of Trustees on how best to encourage and promote research on economic history and to administer any grants in aid of research as the Trustees might direct.
2. There shall be a Committee on Education in Economic History consisting of at least three members of the Association, one to be appointed each year by the incoming President for staggered three-year terms, plus the Executive Director ex officio. The senior member will serve as Chair. The Committee on Education is charged with advising the Board of Trustees on how best to encourage and promote education on economic history and to administer any awards for or grants in aid of teaching and education as the Trustees might direct.
3. There shall be a Committee on Archives and Data Bases for Economic History consisting of three members of the Association, one to be appointed each year by the incoming President for staggered three-year terms, plus the Executive Director ex officio. The senior member will serve as Chair. The Committee on Archives is charged with advising the Board of Trustees on how best to encourage the preservation and free access to archives, data bases, and other resource materials of importance to economic historians and to administer any awards for or grants in aid of archival activities as the Trustees might direct.
4. There shall be a Budget and Audit Committee of the Association consisting of two members of the Association, one to be appointed each odd-numbered year by the incoming President for an overlapping four-year non-renewable term, plus the Vice President and the President-Elect both ex officio. The senior member would serve as Chair. The committee’s primary function is to provide the Executive Director and the Board with advice about the Association’s budget. This would involve both guidance and/or approval of unusually large expenditures that were not included in the proposed budget for a given year and advice regarding longer term plans for the budget.
It is intended that the Executive Director arrange to have a professional accounting review of the Association’s financial records conducted every year. In any year when no such review is conducted the Audit Committee will conduct an informal review of the financial records provided by the Executive Director and the Meetings Coordinator and report the results to the Board of Trustees.
At the expiration of the Executive Director’s term of office, whether or not he or she is re-elected for a subsequent term, and at the vacancy of the Executive Director’s office for any other reason, it is the task of the Budget and Audit Committee to locate and contract for the services of a professional accountant to conduct the review.
5. There shall be an Investment Committee of the Association consisting of two members of the Association, one to be appointed each even-numbered year by the incoming President for an overlapping four-year term, plus the Executive Director ex officio. The senior member would serve as Chair. The Investment Committee shall be responsible for the investment of all funds, financial assets, and endowments of the Association. In making investments, they shall at all times behave as prudent trustees.
6. There shall be a Membership Committee of the Association consisting of three members of the Association, one to be appointed each year by the incoming President to the three-year term, plus the Executive Director and the President-Elect both ex officio. The senior member would serve as Chair. The Membership Committee works closely with the Executive Director to maintain and enlarge the membership of the organization.
7. There shall be an Editorial Committee consisting of a Chair appointed by the Board of Trustees to a two-year term each even-numbered year and three members of the Association, one to be appointed each year by the incoming President to a three-year term, plus the Executive Director ex officio. The Editorial Committee will act as a standing search committee to recommend individuals as editors for the Journal of Economic History.
8. There shall be a Program Committee of unspecified size appointed by each incoming President for a one-year term. The Meetings Coordinator and the two conveners of the dissertation session usually serve ex officio. The Program Committee will solicit and select participants for the program of the annual meeting.
9. There shall be a Local Arrangements Committee of unspecified size appointed by each incoming President for a one-year term. The Meetings Coordinator will serve ex officio. The Local Arrangements committee will assist the Meetings Coordinator in arranging accommodations for the annual meeting of the Association.
10. The President may, at the suggestion of the Board of Trustees or on his or her initiative, appoint such special or ad hoc committees as appropriate.
11. The Chair of any Committee may be invited to meet with the Board of Trustees for the purpose of making a report or participating in the deliberations of the Board at the invitation of the President or upon the request of two or more trustees to the Executive Director.
Article VII. Indemnification of Officers, Directors and Trustees
To the fullest extent permitted by the laws of the State of New York, an officer, director or trustee of the Association shall not be personally liable to the Association or its members for monetary damages for any action or any failure to take any action unless such breach or failure constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section shall not apply with respect to the responsibility or liability of an officer, director or trustee under any criminal statute or the liability of an officer, director or trustee for the payment of taxes pursuant to local, state or federal law.
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was an officer, director, trustee, employee or agent of the Association, or is or was serving at the request of the Association as an officer, director ,trustee, employee, or agent of another corporation, partnership, joint venture, trust, charity, or other enterprise, against expenses (including attorneys’ fees), amounts paid in settlement, judgments, and fines actually and reasonably incurred by such person in connection with such action, suit, or proceeding; provided however, that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Expenses, including attorneys’ fee, incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the officer, director, trustee, employee, or agent to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Association.
The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other right to which persons seeking indemnification and advancement of expenses may be entitled under any agreement, vote of members or disinterested trustees, or otherwise, both as to actions in such persons’ official capacity and as to their actions in another capacity while holding office, and shall continue as to a person who has ceased to be an officer, director, trustee, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
The Association may, in the discretion of the Board, purchase and maintain insurance on behalf of any person and/or to cover the Association’s obligations hereunder, may enter into contracts of indemnification with any person, may create a fund of any nature (which may, but need not be, under the control of a trustee) for the benefit of any person and may otherwise secure or insure in any manner its obligations with respect to indemnification and/or the advancement of expenses, whether arising under this Article or otherwise, to or for the benefit of any person, whether or not the Association would have the power to indemnify such person against liability under the provisions of this Article.
Article VIII. Dissolution
1. Upon dissolution of the Association, the Board of Trustees 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 or to such organization or organizations having similar purpose and organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as “exempt” under Section 501(c)(3) of the Internal Revenue Code of 1954, or under the corresponding provision of any future United States Internal Revenue Law.
Article IX. Amendments
1. Amendments to these by-laws may be submitted at any time by any voting Member to the President of the Association and by him or her submitted to the Trustees at their next meeting for approval or disapproval. Action taken by the trustees shall be reported at the next annual business meeting of the Association and such action shall be confirmed, amended, or rejected by vote of the Association. Amendments shall be adopted if so voted by a majority of the members present at any regular meeting or in a mail ballot that presents members at least one month to respond. A mail ballot may be called either by the Board of Trustees or by a majority of members present and voting at any business meeting.
amended 10-1994; 10-2001; 9-2003, 9-2004, 9-2005, 9-2008