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Bylaws

Approved at the MAA Business Meeting on August 7, 2010.








Article I---Name and Purpose

1. This organization shall be known as The Mathematical Association of America, Incorporated (also referred to herein as the MAA or the Association).

2. The mission of the Association is to advance the mathematical sciences, especially at the collegiate level, by supporting effective mathematical education at all levels, supporting research and scholarship, providing professional development, influencing public policy, and promoting public appreciation and understanding of mathematics. The Association pursues its mission by holding meetings, publishing materials, and sponsoring programs.

Article II---Membership

1. Membership is open to individuals who and organizations that support the mission of the Association.

2. The Board of Governors (see Article V) shall determine categories of individual and organizational memberships and privileges thereof. In particular, the Board shall specify which categories of members shall be designated as voting members. The Board shall, in addition, establish dues for each category.

3. Election to membership shall be by vote of the Board upon written application from an individual or organization.

4. A member in default of dues shall be dropped from membership after due notice.

5. There shall be no discrimination as to race, color, religion, national origin, gender, sexual orientation, age, or disability for membership in the Association.

Article III---Sections

1. To advance the objectives of the Association on a local level, Sections of the Association have been established in the United States, Canada and their possessions based upon non-overlapping geographical areas. Additional Sections outside of the United States and Canada may be established by the Board.

2. The membership of a Section shall consist of all members of the Association whose mailing address is within the geographic boundaries of the Section, unless a member has requested and has been granted reassignment to another Section by the Secretary of the Association. In any case, a member may belong to no more than one Section.

3. Each Section shall adopt a set of Bylaws that, along with any subsequent changes, must be approved by the Board. Section Bylaws must delineate the geographic area covered by that Section, and specify that Section members must be members of the MAA, and Section officers must be voting members.

4. Any group of voting members may petition the Board to revise the geographic boundaries of Sections. If the revision is approved, each of the Sections affected must prepare its own set of Bylaws to be approved by the Board.

5. There shall be a Committee on Sections to support and coordinate activities of the Sections and advise the Board on all matters related to Sections.

6. Each Section shall file reports as required by the Board.

7. The Association shall not be responsible for the expenses of a Section except as authorized by the Board.

Article IV---Officers

1. The Officers, all of whom must be voting members of the Association, shall be a President, a President-Elect (only during a year immediately prior to the expiration of a President's term), a Past-President (only during a year immediately following the expiration of a President's term), a First Vice President, a Second Vice President, a Secretary, a Treasurer, an Associate Secretary, and an Associate Treasurer.

2. The President is the chief elected officer of the Association and shall preside at all meetings of the Board and all business meetings of the Association. The President shall chair the Executive Committee, appoint members of committees and councils unless provision is otherwise made in these bylaws, have the usual duties pertaining to the office, and assume other duties as may from time to time be assigned by the Board.

3. If the President is temporarily or permanently unable to perform the duties pertaining to the office, the First Vice President (or in his or her absence the Second Vice President) shall have and exercise the powers of the President. The Board may from time to time assign other duties to the Vice Presidents.

4. The Secretary shall have the usual duties pertaining to the office, including the custody of the records of the Association and of its Corporate Seal; the keeping of minutes of the meetings of the Board, of the Executive Committee, and of the annual business meeting and special meetings; and the giving of due notice of all regular and special meetings of the Association and of the Board.

5. The Treasurer has oversight of the financial affairs of the Association and responsibility for the Association's financial assets. See Section XI.3.

6. The Associate Secretary is responsible for the MAA scientific program and planning of the annual meetings of the Association.

7. The Associate Treasurer shall chair the Budget Committee. See Section XI.5.

Article V---Board of Governors

1. There shall be a Board of Governors (herein called "the Board") that has oversight responsibility for all the activities of the Association. The Board sets the policies, and gives direction to activities of the Association. The Board receives reports from the Officers, committees, and senior staff, and may request any information needed to carry out its oversight responsibilities. To exercise its fiduciary responsibility, the Board shall receive and act upon reports from the Treasurer, the Budget Committee, and the Audit Committee.

2. Members of the Board shall be

one Governor from each Section (Section Governors)
the Officers
the Council Chairs
Former Presidents, serving four years beyond their term as President
the Chair of the Committee on Sections
six Governors-at-large
All members of the Board must be voting members of the Association.

3. The Board shall hold a meeting each year preceding the annual business meeting of the Association. Other meetings of the Board may be called by the President or the Executive Committee. The Board may adopt rules that allow motions to be approved by properly safeguarded electronic voting between regular meetings of the Board.

4. At all meetings of the Board, a quorum shall consist of 50 percent of the membership of the Board.

5. Notice of all meetings of the Board shall be given by the Secretary to each member of the Board at least fifteen (15) days prior to the date set. Exception to the requirement of fifteen (15) day notice may be made if the Executive Committee decides that compelling business requires an emergency meeting.

6. In anticipation of missing a Board meeting, a Section Governor may appoint a past Governor of that Section, and a Governor-at-large may appoint a past Governor-at-large for that constituency as a substitute for that meeting. The Governor shall notify the Secretary of the impending absence and give the name of the substitute, who then has full voting rights at the meeting.

7. A petition from at least three hundred voting members of the Association can be used to force a referendum vote of the entire voting membership on an impending matter before the Board. The taking of a referendum shall act as a stay upon Board action until the votes have been canvassed, and thereafter no action on this issue may be taken by the Board except in accordance with a plurality of the votes cast in the referendum.

Article VI---Executive Committee

1. There shall be an Executive Committee to act on behalf of the Board of Governors on matters that arise between meetings of the Board. It shall provide oversight of grants and contracts. It shall also prepare proposals and make recommendations on the management, policies, and activities of the Association to be acted upon by the Board. Other duties and responsibilities of the Executive Committee are enumerated in relevant portions of these bylaws.

2. Members of the Executive Committee shall be

the Officers
the Chair of the Council on Publications and Communications
the Chair of the Committee on Sections
Article VII---Committees and Councils

1. The Board shall establish committees and give them their charges. The Board may also dissolve or combine committees.

2. To coordinate and support the work of the MAA, the Board shall establish Councils in specified areas. Each committee, with the exception of the Audit Committee which reports directly to the Board (See Section VII.7), shall be assigned to a Council./p>

3. Each Council shall

(a) support and assist the committees in the Council in advancing the goals of the Association and, to the extent appropriate, coordinate their activities;
(b) request an annual report from each of the committees in the Council, and submit a summary report to the Board;
(c) advise the Board on motions or recommendations coming from committees in the Council;
(d) recommend policies or programs in the area of the Council that lie beyond the scope of the charge to any constituent committee;
(e) oversee the committee structure within the council, and make recommendations to the Board for the creation or dissolution of committees.

4. The Executive Committee shall act as an Executive Council for the oversight of the committees assigned to them.

5. There shall be a Committee on Committees and Councils (CCC) assigned to the Executive Committee. It shall include the following members: the President, the Past President or President-Elect, the Secretary, the Executive Director, and the Council Chairs.

6. The CCC shall oversee the committee and council structure. It shall make recommendations to the Board on charges to councils, standing committees and subcommittees, and on the creation or dissolution of councils and committees. It shall advise the President on appointments to councils and committees except where the procedure for filling of a vacancy is prescribed elsewhere in the Bylaws.

7. The Budget Committee and the Investment Committee shall be assigned to the Executive Committee.

8. In addition to the Executive Committee, which acts as an Executive Council as mentioned in Section VII.4, these bylaws require one other Council, the Council on Publications and Communications (VIII.3). Committees required by these bylaws are: Audit (XI.8), Budget (XI.5), Committees and Councils (VII.5), Executive (VI.1), Investment (XI.4), Nominating (IX.7), and Sections (III.5).

Article VIII---Publications and Communications

1. The Association shall pursue its objectives and communicate with its members by publishing one or more journals, publishing books, maintaining a website, and through other print and electronic means.

2. The Board shall decide which MAA publications shall have Board-approved editors and editorial boards. For these publications, the Board shall elect an Editor (see sections 3 and 12 of Article IX), and appoint Associate Editors.

3. There shall be a Council on Publications and Communications.

Article IX---Elections and Terms of Office

1. Every two years, the voting members of the Association shall elect from its ranks a President-Elect for a term of one year, a First Vice President and a Second Vice President for terms of two years each, and two members of the Nominating Committee for terms of four years (see section 8). The President-Elect shall become President for a two-year term at the expiration of the one-year term as President-Elect and shall become Past-President for a one-year term at the expiration of the term as President.

2. Every three years, the voting members in each Section shall elect a Governor who will serve for a term of three years beginning July 1. A Governor must be a member of the Section from which he or she was elected, and shall be considered to have ended his or her term as Governor of the Section if he or she terminates membership in that Section. These elections are to be staggered so that approximately one-third of the Section Governors are elected each year.

3. The Board shall at appropriate times elect persons to fill the following positions:

(a) two Governors-at-large elected annually for three-year terms, making a full complement of six Governors-at-large. Governors-at-large shall be subject to the same reelection rules as Section Governors; see section 5 below
(b) Editors of the Association's journals as specified by the Board; see Section VIII.2
(c) Secretary, Treasurer, Associate Secretary, and Associate Treasurer for five-year terms with a limit of two consecutive full terms
(d) Council Chairs for four-year terms, limited to one full term
(e) the Chair of the Committee on Sections for a three year-term, with a limit of two consecutive full terms
(f) two members of the Audit Committee, elected in alternate years, each for a two-year term

4. The term of every officer and member of the Board (except as provided in section 2 of this Article) shall begin on February 1 and terminate on January 31. All officers and members of the Board shall remain in office until their respective successors have been duly elected or appointed.

5. The President shall be ineligible for reelection. The Vice Presidents, the Editors, and the Governors shall be eligible for reelection only after an interim equal to their respective terms of office except that Governors appointed to fill an unexpired term of less than a year and a half shall be eligible for reelection for a term of three years.

6. The Executive Committee shall have authority to fill vacancies until such time as the regular appointment or election process can be employed. This authority extends to officers, Board members, editors, the Executive Director, and any other position requiring election or Board approval. As soon as possible, however, following procedures described below, a replacement shall be elected. For officers listed in Section IX.3 (c), the term of the newly elected officer shall begin immediately; the first year of the replacement's full term shall begin on the following February 1. For replacement editors, the term shall begin on appointment and continue as determined by the Board which may create a position of Interim Editor as needed.

7. There shall be a Nominating Committee chaired by the immediate past president with four additional members elected by the membership for a term of four years. Two members shall be elected every two years at the time of the election of officers (see Section IX.1 above). Nominees for the Nominating Committee shall be selected by the Executive Committee, subject to approval by the Board. Members of the Nominating Committee may not serve consecutive terms.

8. The Nominating Committee shall nominate candidates for President-Elect, First Vice President, and Second Vice President, which shall be submitted to the voting membership; and candidates for Governors-at-large, Chair of the Committee on Sections, and Council Chairs, which shall be submitted to the Board. In addition, the Nominating Committee shall be responsible for soliciting biographical materials and supporting statements for each nominee as required. Three nominees shall be selected for President-Elect, First Vice President, and Second Vice President, and at least two for each of the other positions.

9. Voting by the membership, as required by Section IX.1 may be conducted using safeguarded electronic voting. Each voting member of the Association may vote for as many candidates for each office as he or she desires. For President-Elect, First Vice President, and Second Vice President, the Nominating Committee shall declare elected the person having received the most votes and been determined by the Nominating Committee to be willing and able to serve. For the Nominating Committee, the two individuals receiving the most votes shall be declared elected. Ties will be broken using a random process.

10. For Board elections, additional nominations may be made from the floor. Nominations from the floor must be supported by a signed statement from the person nominated verifying that he or she is willing to serve if elected.

11. In cases where an incumbent Secretary, Treasurer, Associate Secretary, or Associate Treasurer is eligible for re-election, the President shall determine whether the incumbent will be the sole nominee presented to the Board or a search committee should be formed. If a search committee is to be formed, the President, in consultation with the Nominating Committee, shall appoint the committee. The committee shall recommend one or more nominees for election by the Board.

12. For each editor to be elected by the Board, there shall be a search committee appointed by and reporting to the Executive Committee. The Executive Committee will forward a nominee or nominees to the Board for election.

13. Persons elected to office by the Board of Governors, by the general membership, or by the membership of a constituency within the Association may be removed from office by a three-quarter (3/4) vote of the membership of the Board of Governors, with or without cause, if deemed to be in the best interest of the Association. A vote of the Board of Governors for removal of the Executive Director is an authorization for the President to take the steps necessary for that removal.

Article X---Administration

1. There shall be an Executive Director who shall be a paid employee of the Association. The Executive Director shall have administrative responsibility for the Association, shall be in charge of the facilities and staff of the Association, shall carry out such other duties as may be assigned by the Board, and is empowered to employ persons to discharge these duties. Besides these management duties, the Executive Director shall, together with the officers, provide leadership to the Association in furthering its mission. The Executive Director shall, together with the President, represent the Association to outside groups and individuals. The Executive Director shall be responsible for providing the legal and Board-mandated oversight of Sections and shall provide resources to the Sections as directed by the Board.

2. The Executive Director shall be responsible to the Board and shall attend meetings of the Board and the Executive Committee, except when they meet in executive session, but shall not be an ex-officio member of these bodies. The Executive Director shall be an ex-officio, hence a voting member of the Committee on Committees and Councils.

3. The Executive Director shall be elected by the Board under terms and conditions of employment fixed by the Executive Committee.

4. The Association shall, to the extent deemed reasonable and allowed by law, indemnify any member or former member of the MAA staff, the Board, and any other committee or editorial board of the Association against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such member in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of having been made a member and having acted in good faith as a member of the Board of Governors or other committee. The Association may purchase and maintain insurance on behalf of such a member to provide for indemnifying him or her against such liabilities.

Article XI---Financial Administration

1. The Executive Committee has ultimate responsibility for the deposit, investment, and disbursement of all funds.

2. The Executive Director shall be custodian of the current operating funds. All incoming funds shall be received by the Executive Director and deposited or, after approval by the Treasurer, invested as shall have been prescribed by the Executive Committee in accordance with the Board-approved investment policy of the Association. The Executive Director shall keep proper accounts of all financial transactions of the Association.

3. The Treasurer shall be responsible for the control and administration of all funds other than current operating funds. Subject to guidelines of the Executive Committee and in accordance with the Board-approved investment policy of the Association, the Treasurer shall have the authority to buy, sell, and exchange investments. With the approval of the Executive Committee, the Treasurer may share or delegate some or all of that authority to manage investments.

4. There shall be an Investment Committee chaired by the Treasurer. The Investment Committee shall recommend a broad investment policy for the Association, and changes thereto, to the Executive Committee and the Board for approval. At least quarterly, the Investment Committee shall review detailed reports from the Treasurer on all funds and fund transactions involving investment funds; endowment, trust, and gift funds; and such other funds as the Board may designate. The Treasurer shall present these reports to the Executive Committee and to the Board.

5. There shall be a Budget Committee, chaired by the Associate Treasurer. The Budget Committee is responsible for presenting an annual budget to the Executive Committee and to the Board. The Treasurer is a member of the Budget Committee. At least one additional member shall be appointed by the President for a term of three years.

6. The annual operating budget must be approved by the Board.

7. The Executive Director is authorized to sign contracts that are required for the conduct of the Association's activities. The Executive Committee may require contracts above a certain amount to be approved by the President and/or the Treasurer.

8. The accounts of the Association shall be audited annually by a certified public accountant (the auditor). There shall be an Audit Committee with at least two members that reports to the Board. Each year, the Board shall elect one Governor, not on the Budget or Investment Committees, nor in the last year of service on the Board, to a two-year term on the Audit Committee, that person to be Chair in the second year of service on the Committee. The Executive Committee shall bring nominees for election to the Audit Committee to the Board. One additional person may be appointed by the President. This person need not be a member of the Board or of the MAA.
The Audit Committee shall be responsible for selecting the auditor, receiving the auditor's report, and making recommendations to the Board based on the auditor's report.

9. Checks drawn on the accounts of the Association shall bear the signature of the Executive Director or any one of several individuals whom the Executive Committee shall have authorized to sign checks on behalf of the Association.

10. The fiscal year of the Association shall be from January 1 through December 31.

11. Following the annual audit, the Treasurer shall prepare a report on the financial condition of the Association. This report shall be posted on the Association's website.

Article XII---Business Meetings

1. There shall be an annual business meeting, normally in January, at such time and place as the Board may direct. Other business meetings of the Association may be called from time to time by the Board or by the President of the Association to be held at such time and place as may appear from the call.

2. Notice of any business meeting of the Association shall be given by the Secretary to each member of the Association at least thirty (30) days prior to the date set for each meeting.

3. At all business meetings of the Association a quorum shall consist of fifty (50) voting members.

4. An item can be formally acted upon at a business meeting of the Association only if: (1) it has been proposed by the Board of Governors, or (2) it has been submitted to the Secretary thirty (30) days in advance of the meeting, or (3) it receives unanimous consent at the business meeting for consideration for approval by acclamation.

5. There shall be a Budget Committee, chaired by the Associate Treasurer. The Budget Committee is responsible for presenting an annual budget to the Executive Committee and to the Board. The Treasurer is a member of the Budget Committee. At least one additional member shall be appointed by the President for a term of three years.

Article XIII---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 these bylaws and any special rules of order the Association may adopt.

Article XIV---Amendments

1. Changes in the Articles of Incorporation or amendments to the Bylaws may be made on the recommendation of the Board and with the approval of the voting membership of the Association. The Board must decide whether voting shall be at a business meeting, or by mail or safeguarded electronic ballot. In either case, voting members must have thirty (30) days notice to consider the proposed amendment before voting begins.

Approval at a business meeting requires an affirmative vote by two-thirds (2/3) of the voting members present. Approval by mail or electronic ballot requires that at least 10% of the voting members vote, and that at least two-thirds (2/3) of those voting vote affirmatively.

2. No changes in the Articles of Incorporation shall have a legal effect until a certificate thereof, verified by oath of the President and attested by the Secretary, shall be recorded in the office of the Recorder of Deeds for Cook County, Illinois.

Article XV---Dissolution of the Association

Upon the dissolution of the Association, the Board of Governors shall, after paying or making provision for paying all the liabilities of the Association, distribute all of the assets of the Association for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

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