Recent changes to the MAA Bylaws were approved at the MAA Business Meetings.
Article III.3 & IX.3 revisions, approved August 2007
Article IV.9 revisions, approved January 2007
Article I---Name, Purpose, and Corporate Seal
1. This organization shall be known as THE MATHEMATICAL ASSOCIATION OF AMERICA (INCORPORATED)
2. Its object shall be to assist in promoting the interests of the mathematical sciences in America, especially in the collegiate field, by holding meetings in any part of the United States or Canada for the presentation and discussion of mathematical papers, by the publication of mathematical papers, journals, books, monographs, and reports, by conducting investigations for the purpose of improving the teaching of mathematics, and by cooperating with other organizations whenever this may be desirable for attaining these or similar objects. p 3. The Corporate Seal of the Association shall have inscribed thereon the name of the Association and the words "Corporate Seal---Illinois."
1. There shall be two classes of members: individual and institutional.
2. Any person interested in the field of collegiate mathematics shall be eligible for election to individual membership in the Association.
3. Any institution, academic or corporate, interested in the support of collegiate mathematics shall be eligible for election to institutional membership in the Association.
4. Election to membership shall be by vote of the Board upon written application from the individual or institution seeking admission. In the case of individuals qualifying for student dues, the application shall be endorsed by two individual members of the Association.
1. The Officers 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, and a Treasurer.
2. There shall be a Board of Governors (herein called "the Board") to consist of the officers, the ex-presidents for terms of six years after the expiration of their respective presidential terms, the Associate Secretary, the Editor of each of its three publications entitled The American Mathematical Monthly, The College Mathematics Journal, and Mathematics Magazine, the members of the Executive Committee (see article III. 3), the chair of the Committee on Sections, and additional elected members (herein called "Governors"). All members of the Board must be individual members of the Association in good standing. It shall be the function of the Board to supervise, administer, and control all programmatic and financial activities of the Association.
3. There shall be an Executive Committee of the Board consisting of the Officers of the Association, the chair of the Committee on Sections (see Article VI.7), the two-elected members of the Audit Committee (see Article IX.3), and a current journal editor or the chair of the Committee on Publications. It shall be the function of this Committee to review continually the policies and activities of the Association, to plan and organize new activities, to formulate in broad outline the programs of meetings and of publications, to act on behalf of the Board on all financial matters as specified in Article IX, and in general to consider all matters of importance or interest to the Association. This Committee shall prepare the agenda for meetings of the Board and shall analyze the implications and aspects of all matters that are to come before the Board for decision. It shall present to the Board the viewpoints suggested by such analyses, as well as all such facts as may seem pertinent or as may in any way facilitate the Board's work.
4. At all meetings of the Board of Governors a quorum shall consist of not less than 25 percent of the membership of the Board, and no business may be validly transacted at a meeting at which less than a quorum is present.
5. The Board shall hold a meeting each year immediately preceding the annual business meeting of the Association. Other meetings of the Board may be held from time to time at the call of the President or of any six (6) members of the Board.
6. 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 therefore. A Governor who is elected from a Section or who is elected as a Governor-at-Large may, in anticipation of missing a Board meeting, appoint a past governor of the section or 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 comes with full voting rights at the meeting.
7. A member of the Board may waive notice with the same effect as if due notice had been given.
8. The Board may refer a matter to a referendum vote of the entire membership and shall make such reference if a referendum is requested, prior to the final action by the Board, by three hundred or more members. The taking of a referendum shall act as a stay upon Board action until the votes have been canvassed, and thereafter no action may be taken by the Board except in accordance with a plurality of the votes cast in the referendum. Article IV.2(b). For the general election the Nominating Committee shall prepare ballots with three or more nominees for each office to be filled by the members. Each voting member of the Association may vote for as many candidates for each office as he or she desires. This ballot shall be delivered to the membership by approximately April 1 of an election year; returned ballots must be dated prior to June 1 by an approved method of certifying that votes have been cast by the announced final date. For each office, 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. In the case of ties, the Nominating Committee shall make the selection from among those tied.
1. (a) The membership at large shall elect biennially a President- Elect for a term of one year, a First Vice-President for a term of two years, and a Second Vice-President for a term of two years. 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.
(b) The membership in each Section shall elect triennially a Governor for a term of three years beginning July 1. For these elections at least two nominations shall be submitted to the members by a committee appointed for that purpose by the Chairman of the Section. A Governor who has moved his or her place of employment from the Section by which he or she was elected shall be considered to have ended his or her term of office on the Board.
(c) The Board shall elect annually two Governors-at large for terms of three years and at appropriate times by ballot and for terms stated: an Editor of The American Mathematical Monthly, Editor of The College Mathematics Journal, Editor of Mathematics Magazine, a Secretary, an Associate Secretary, and a Treasurer each for five years. In even-numbered years the Board shall elect one of the current editors or the chair of the Committee on Publications to be a member of the Executive Committee for a two-year term beginning on January 1 of the next year.
(d) The beginning and end of the term of every officer and member of the Board (except as provided in Section (b) of this Article) shall occur at the conclusion of the annual meeting. All officers and members of the Board shall hold over until their respective successors have been duly elected or appointed and qualified.
(e) The President shall be ineligible for reelection as President- Elect or as President. 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 having served less than a year and a half shall be eligible for reelection for a term of three years.
(f) The Board shall have authority to fill vacancies ad interim in any office, including vacancies in the Board, and to make any other appointments necessary for the transaction of business of the Association.
(g) Elections by the Board shall be made from nominations by the Executive Committee. At least two nominations shall be made for each office to be filled in the case of the Governors-at-large and members of the Audit Committee, except in the case in which the Executive Committee wishes to nominate for re-election a current member of the Audit Committee. In this case only one nomination by the Executive Committee is required. In all Board elections the Board may make additional nominations.
2. (a) For each odd-numbered year there shall be a Nominating Committee appointed by the President with the approval of the Board. Its duties shall include preparation of slates and ballots for general elections by the membership of the Association. The Nominating Committee shall consist of five members appointed for one-year terms. Where possible, exactly two of its members shall be selected from those who served on the preceding Nominating Committee.
(b). For the general election the Nominating Committee shall prepare ballots with three or more nominees for each office to be filled by the members. Each voting member of the Association may vote for as many candidates for each office as he or she desires. This ballot shall be delivered to the membership by approximately April 1 of an election year; returned ballots must be dated prior to June 1 by an approved method of certifying that votes have been cast by the announced final date. For each office, 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. In the case of ties, the Nominating Committee shall make the selection from among those tied.
3. The President shall be the Executive Officer of the Association, shall preside at all meetings of the Board of Governors and at the annual business meeting of the Association, shall be Chairman of the Executive Committee; and shall have the usual duties pertaining to the office and such other duties as may from time to time be assigned by the Board of Governors.
4. In the absence of the President, 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 of Governors may assign to the Vice- Presidents such duties as may from time to time be determined.
5. (a) 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 Governors 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 of Governors. The Secretary shall also have the duty of seeing that whenever Governors are elected, including the election of Governors to fill vacancies, a Certificate, under the Seal of the Association, giving the names of those elected and the terms of their office, shall be recorded in the Office of the Recorder of Deeds for Cook County, Illinois. Such Certificates shall be signed by the Secretary and verified by oath of the President.
(b) The Associate Secretary shall be responsible for arrangements of national meetings of the Association. The Associate Secretary shall not be an Officer of the Association nor a member of the Executive Committee.
6. The Treasurer shall have the usual duties pertaining to the office including the collection of dues and the supervision and safekeeping of the funds of the Association.
7.(a) There shall be an Executive Director who shall be a paid employee of the Association. The Executive Director shall have charge of the central office of the Association and shall carry out such other duties as may be assigned to him or her by the Board. 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 ex officio a member of these bodies. The Executive Director shall be especially responsible for implementing and coordinating Section activities.
(b) The Executive Director shall be elected by the Board under terms and conditions of employment fixed by the Executive Committee.
8. The Association shall, to the extent allowed by law, indemnify any member or former member of the Board of Governors or any other committee 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 member to provide for indemnifying him or her against such liabilities.
9. Persons appointed to positions within the Association may be removed from office by the entity that appointed them. 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 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. The vote of the Board of Governors for removal from contractual positions is an authorization for the President or the Executive Director to take the steps necessary for that removal.
1. A business meeting of the Association shall be held annually, 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. Any member of the Association may waive notice with the same effect as if due notice had been given.
4. At all business meetings of the Association a quorum shall consist of fifty (50) members and no business may be validly transacted at a meeting at which fewer than a quorum are present.
5. 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.
1. In the interest of more effective promotion of the objectives of the Association on a local level, the United States, Canada and their possessions shall be subdivided by the Board of Governors into non-overlapping geographical areas, and a Section of the Association shall be established in each of these areas. The subdivision into non-overlapping areas may be changed by the Board, upon recommendation by the Committee on Sections (see paragraph 7).
2. Each member of the Association residing in the United States, its possessions, or Canada shall belong to one and only one Section. A member shall belong to the section determined by his or her MAA mailing address unless he or she has requested and been granted reassignment to another section by the national office.
3. Each Section shall adopt a set of Bylaws which, along with any subsequent changes, must be approved by the Board. The geographic area covered by a Section shall be described in the Bylaws for the Section.
4. If there are members of the Association residing in a geographic area in which no Section has been organized, any ten or more members of the Association residing or employed in this area may petition the Board for authority to organize a Section covering that area.
5. A group of twenty-five members of an existing Section may petition the Board to partition the area and the Section into two or more Sections. The Board shall have the authority to approve or deny this petition. The Board may specify conditions under which such action may be accomplished. It may conduct a poll of some or all members of the Association in the Section to determine the advisability of allowing the proposed partition of the Section. If separate Sections are approved then each new Section must prepare its own set of Bylaws to be approved by the Board.
6. A group of twenty-five members residing or employed in that part of the area of an existing Section that they desire to become part of another existing Section may petition the Board to redefine the geographic boundaries of the Sections affected. The Board shall have the authority to approve or deny this petition. It may conduct a poll of some or all members of the Sections involved to determine the advisability of permitting such action.
7. There shall be a standing Committee on Sections through which the Board shall maintain general supervision over the activities of all Sections. The chair of the Committee on Sections shall be elected by the Board for a term of three years from one or more nominations by the Executive Committee and shall be a member of the Board and the Executive Committee. This Committee, in particular, shall study all matters involving creation of Sections or modification of boundaries of Sections and make appropriate recommendations to the Board.
8. The Association shall not be obligated to pay from its treasury any of the expenses of a Section except as the Board may provide.
1. The Association shall publish one or more journals.
2. The Board shall have full control of the publication and sale of each journal, and of all other publications.
3. There shall be appointed by the Board a body of Associate Editors for each journal.
4. The Board shall from time to time, as the need arises, make special provisions for the management of any other publications.
5. There shall be a standing Committee on Publications.
6. The Board shall fix the price of each journal. The prices for other publications of the Association shall be determined by the Executive Committee.
1. The Board shall establish the annual dues and privileges of membership for individual and institutional members. The dues of individual members shall include a subscription to one or more of the Association's journals.
2. All dues shall be payable annually. Should the annual dues of any member remain unpaid beyond a reasonable time, that member shall be dropped from the list after due notice.
3. Any individual member who because of age is no longer in active service, who is in good standing at the time of retirement, and who has been a member of the Association for twenty years, may upon notifying the central office of said retirement, be exempt from the payment of dues, while retaining all of the privileges of membership except receipt of journals. Such a member may elect to receive one or more journals at an annual cost to be determined by the Board of Governors.
1. The deposit, investment, and disbursement of all funds shall be subject to the direction of the Executive Committee. The Executive Director shall be custodian of the current operating funds. The Treasurer shall be responsible for the control and administration of all investment funds; endowment, trust, and gift funds; and such other funds as the Board may designate. Subject to policies and 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 in such funds. With the prior approval of the Executive Committee, the Treasurer may share or delegate some or all of that authority to buy, sell, and exhcange investments. The Treasurer shall at least quarterly provide detailed reports to the Investment Committee on all funds and fund transactions.
2. All incoming funds shall be received by the Executive Director, entered in the Association's books, and deposited or, after approval by the Treasurer, invested as shall have been prescribed by the Executive Committee in accordance with Board-approved investment policy of the Association. The Executive Director shall keep proper accounts of all financial transactions of the Association.
3. The accounts of the Association shall be audited annually by a certified public accountant (the auditor). There shall be an Audit Committee, a subcommittee of the Executive Committee, whose membership includes two members who are elected by the Board in alternate even-numbered years for a term of four years. The Audit Committee shall be responsible for selecting the auditor, receiving the report of the auditor, and making recommendations based on the auditor's report to the Executive Committee.
4. The Executive Committee shall annually prepare a budget allocating funds of the Association for the purpose of carrying out the objectives of the Association and present this budget to the Board for action.
5. The Executive Director, the President, and the Treasurer are empowered and authorized to sign, on behalf of the Executive Committee, contracts that are required for the conduct of the Association's activities specifically provided for in the approved annual budget.
6. Checks drawn on the accounts of the Association shall bear the signature of any one of several individuals whom the Executive Committee shall have authorized to sign checks on behalf of the Association.
7. The fiscal year of the Association shall be from January 1 through December 31.
8. There shall be an Investment Committee, a subcommittee of the Executive Committee, of which the Treasurer shall be a member. The Investment Committee shall recommend a broad investment policy for the Association, and changes thereto, to the Board for approval. The Investment Committee shall at least quarterly review and when appropriate report to the Executive Committee on 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 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.
1. Changes in the Articles of Association or amendments to the Bylaws may be made at any annual business meeting of the Association, or at any adjourned session thereof, or at any special meeting of the Association called for such purpose, by a two-third (2/3) vote of those present and entitled to vote, provided that due notice concerning such amendment shall have been mailed to each member at least one (1) month before the date of such meeting. The Secretary shall give such due notice when so instructed by a vote of the Board of Governors or when so petitioned by at least one hundred members of the Association.
2. No changes in the Articles of Association or amendments to these Bylaws shall have a legal effect until a certificate thereof, verified by oath of the President and under the Seal of the Association, attested by the Secretary, shall be recorded in the office of the Recorder of Deeds for Cook County, Illinois.
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."