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Constitution & Bylaws

Constitution

I. Name

The name of the Association shall be the South Atlantic Modern Language Association.

II. Purpose

The purpose of this Association shall be the advancement of scholarship and teaching in the modern languages and literatures, with particular reference to the southeastern United States.

III. Membership

Any person interested in the purposes of the Association may be admitted to membership by payment of the dues as established by the Executive Committee and may be continued as a member by such payment.

IV. Officers

  1. The elected officers of the Association shall be:
    • the President
    • the First Vice President
    • the Second Vice President
    • the Past President
  2. The elected officers serve for a term of four years: as Second Vice President in the first year, as First Vice President in the second year, as President in the third year, and as Past President in the fourth year. In alternate years, the newly elected officer shall be an individual whose primary professional activities are in a language other than English.
  3. The other officers shall be the Executive Director and the Editor of the South Atlantic Review, appointed by the Executive Committee for a renewable term, normally of three years, and under such conditions as the Executive Committee shall determine.
  4. The term of the newly elected officer begins on the day after election. The term of the appointed officers begins on a date determined by the Executive Committee.

V. Executive Committee

  1. There shall be an Executive Committee, composed of the four elected officers and six elected members. At least two but not more than three of the elected members shall be individuals whose primary professional activities are in a language other than English.
  2. Two members of the Executive Committee shall be elected each year for a term of three years.
  3. The Executive Director and the Editor of the South Atlantic Review shall be ex officio members of the Executive Committee. The Executive Committee may appoint other ex officio members.

VI. Fiscal Year

The fiscal year shall begin on 1 July.

VII. Annual Meeting

The Association shall hold an annual meeting at such place and time as the Executive Committee shall determine. This meeting may be canceled for emergency reasons by vote of the Executive Committee. If an annual meeting is canceled, the elected officers and the members of the Executive Committee shall continue to serve until such time as an election by mail ballot can be held.

VIII. Dissolution

  1. The Association shall be dissolved by a mail vote of two-thirds of the membership in good standing after the matter has been moved and discussed at the Business Meeting of two consecutive annual meetings.
  2. Upon the dissolution of the Association, the Executive Committee shall, after paying or making provisions for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine. Any assets not so disposed of shall be disposed of by the proper Court of the state where the principal office of the Association is then located, as said Court shall determine.

IX. Miscellaneous

Notwithstanding any other provisions contained herein, the following shall apply:

  1. No part of the net earnings of the Association shall inure to the benefit of or be distributable to any member or officer of the Association, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for service rendered and to make payments and distributions in furtherance of the purposes set forth exclusively in Section 501(c)(3) of the Internal Revenue Code of 1954, as further limited by this Constitution.
  2. No substantial part of the activities of the Association shall be devoted to attempting to influence legislation, and the Association shall take no part in any political campaign on behalf of a candidate for public office.
  3. The activities of the Association shall be restricted to those permissible (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 Internal Revenue Law) 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 Internal Revenue Law).

X. Amendments

Amendments to this Constitution must be approved by a majority vote of the Executive Committee and ratified by a majority vote of members in good standing responding to a mail ballot.

Bylaws

I. Membership

  1. Voting Membership. Members shall pay dues as determined by the Executive Committee and will receive the official publication of the Association, the South Atlantic Review.
  2. Non-Voting Membership.
    1. Honorary Membership. Honorary Members of the Association may be elected at the annual Business Meeting upon recommendation of the Executive Committee.
    2. Institutional Membership. Institutional membership shall be available for a fee determined by the Executive Committee. Institutional Members shall be listed in the South Atlantic Review, shall receive a subscription to the South Atlantic Review, and shall be extended other privileges of membership as determined by the Executive Committee.
    3. Library subscriptions to the South Atlantic Review shall be available at a rate determined by the Executive Committee.

II. Executive Committee and Officers

  1. The Executive Committee. The Executive Committee shall administer the affairs of the Association. The Executive Director shall report on its activities at the annual Business Meeting, where its policies and actions shall be subject to review by the membership. A majority shall constitute a quorum of the Executive Committee. All decisions of the Executive Committee shall be by a simple majority of voting members present. A tie vote shall be construed as a failure to pass the measure proposed.
  2. The President. The President is the chief executive officer of the Association and, in consultation with the Executive Director, shall act on behalf of the Executive Committee in the administration of the Association. The President chairs the meetings of the Executive Committee and the annual Business Meeting. The President plans the SAMLA General Session for the Annual Meeting.
  3. The First Vice President. The First Vice President shall serve as chair of the Finance Committee and shall assist the President in any matters assigned by the President. If necessary, the First Vice President shall assume the duties and responsibilities of the President.
  4. The Second Vice President. The Second Vice President shall assist the President in any matters assigned by the President. If necessary, the Second Vice President shall assume the duties and responsibilities of the First Vice President.
  5. The Past President. The Past President shall serve as chair of the Nominating Committee and shall assist the President in any matters assigned by the President.
  6. The Executive Director. The Executive Director shall be responsible for managing the daily activities of the Association in accordance with the decisions and policies of the Executive Committee and the President. In consultation with the President, the Executive Director may approve or solicit proposals for a number of one-time-only sessions for each Annual Meeting. The Executive Director shall keep records of the Association and manage the collection and disbursement of funds. The Executive Director shall report on the membership and finances of the Association at the Annual Meeting and in the South Atlantic Review.
  7. The Editor. The Editor shall insure the regular publication of the South Atlantic Review. The Editor may be assisted by an Editorial Staff, whose composition shall be subject to review and approval by the Executive Committee.

III. Annual Meeting

  1. Voting shall be in accordance with Section I of these Bylaws, each person holding a voting membership having one vote.

IV. Nominating Committee

  1. The Nominating Committee shall consist of the Past President and three members, one member being appointed each year by the President for a three-year term. The Past President shall chair the Committee without a vote. Vacancies in the committee other than those brought about by the regular retirement of a member shall be filled by the Executive Committee.
  2. The Nominating Committee shall present for election by majority vote at the annual Business Meeting nominees for a new Second Vice President and for two new members of the Executive Committee. The names and brief vitae of the nominees shall be published in the printed program for the annual meeting.
  3. The Nominating Committee shall select a slate which provides as broad a representation of the membership as possible. A single institution may not be represented by more than one person at any one time among the elected officers and elected members of the Executive Committee.
  4. Elected officers and elected members of the Executive Committee are not eligible for re-election to their previous position until at least five years after the completion of their terms.
  5. Additional nominations may be made from the floor at the Business Meeting in the form of a petition signed by fifty members in good standing, the submission of a brief vitae, and a statement from such nominees indicating their willingness to serve if elected. All additional nominations must follow the requirements set forth in the Constitution and these Bylaws. If action at the Business Meeting provides additional nominees for a vacancy, the names and brief vitae of all nominees for the position shall be submitted to the membership for election by mail ballot within two weeks of the Annual Meeting.

V. Finance Committee

  1. The Finance Committee shall consist of four members: the First Vice President; two members elected by the Executive Committee for a term of five years; and the fourth a member of the Executive Committee, appointed by the President for a term of one year.
  2. The Finance Committee shall review budget and finance reports in advance of Executive Committee meetings, make recommendations to the Executive Committee, and, in accordance with the decisions and policies of the Executive Committee and the President, maintain and manage the investment funds of the Association.
  3. The Finance Committee will research and recommend income-generating opportunities for the association.

VI. Program Committee

  1. The Program Committee shall be composed of five members, one appointed each year by the President for a term of five years. The senior member of the Program Committee serves as chair.
  2. The Program Committee shall act as an advisory body for group officers and as a clearinghouse for proposals involving the organization of the Annual Meeting.
  3. The Program Committee shall publish appropriate conference guidelines in the program distributed for the Annual Meeting.
  4. All decisions of the Program Committee are subject to review and approval by the Executive Committee.

VIII. Other Committees

  1. The Executive Committee shall establish and appoint other Committees as required.
  2. The actions of these Committees shall be subject to review and approval by the Executive Committee.

IX. Resolutions

  1. The Executive Committee may propose resolutions, to be adopted by a majority vote of those members in good standing present at the annual Business Meeting.
  2. The Executive Committee shall receive resolutions submitted by members of the Association. All resolutions must bear the signatures of at least twenty-five members in good standing and be received by the SAMLA office at least thirty days in advance of the Annual Meeting.
  3. The Executive Committee shall determine if a resolution so submitted shall be presented for adoption at the annual Business Meeting.
  4. A member proposing to the Executive Committee a resolution not submitted for adoption at the annual Business Meeting may request that the resolution be offered at the Business Meeting. The majority vote of the members in good standing present shall determine whether a proposed resolution so offered shall be submitted for adoption to the full membership by mail ballot. The assent of the majority of the members in good standing voting by mail ballot shall be necessary for the adoption of a resolution so presented.
  5. No resolution may be proposed and no amendments to resolutions or substitute resolutions may be moved on the floor of the Business Meeting.

X. Amendments

  1. The Executive Committee may propose amendments to the Bylaws to be ratified by the majority vote of members in good standing present at the annual Business Meeting.
  2. The Executive Committee shall receive proposed amendments submitted by members of the Association. All proposed amendments must bear the signatures of at least twenty-five members in good standing and be received by the SAMLA Office at least thirty days in advance of the Annual Meeting.
  3. The Executive Committee shall determine if a proposed amendment so submitted shall be presented for adoption at the Business Meeting.
  4. A member proposing to the Executive Committee an amendment not submitted for ratification at the annual Business Meeting may request that the amendment be offered at the Business Meeting. The majority vote of the members in good standing present shall determine whether a proposed amendment so offered shall be submitted for ratification to the full membership. The assent of the majority of the members in good standing voting shall be necessary for the ratification of the amendment so presented.
  5. No amendments may be proposed and no amendments to amendments or substitute amendments may be moved on the floor of the Business Meeting.

As amended by vote of the membership on November 14, 2015.

For more information or questions regarding specific instances within the Constitution and Bylaws, please contact Elizabeth West (Executive Director) or Dan Abitz (Associate Director) at [email protected].