Constitution

The African American Intellectual History Society (AAIHS) advances the historical study of African American and African diasporic thought among academic and nonacademic scholars. It fosters dialogue about researching, writing, and teaching black thought and culture.

Founding Principles

AAIHS is committed to the following principles:

  • Scholarship: Upholding a primary commitment to serious, academic scholarship.
  • Interdisciplinarity: Understanding African American and African diasporic thought in its broadest terms and encouraging interdisciplinary approaches to black intellectual history.
  • Inclusiveness: Encouraging the participation of anyone with an interest in African American and African diasporic intellectual history, including professional historians and scholars who work in other fields and also teachers, public historians, journalists, policy analysts, artists, and members of the general public.
  • Public Engagement: Using scholarship and teaching to shed light upon and critically analyze issues of relevance to the public.
  • Media: Using all forms of media to reach broad audiences and engender vital debate and exchange of ideas.

ARTICLE I

Section 1: The name of this organization is the African American Intellectual History Society (AAIHS).

Section 2: AAIHS is organized exclusively for educational purposes. AAIHS, as well as any individual or individuals acting in the capacity of its officer(s), appointee(s) or member(s), shall act always as to remain qualified as an educational association exempt from federal income tax, as specified under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law).

Section 3: Upon the dissolution of AAIHS, assets shall be distributed 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 shall be distributed 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.

ARTICLE II

Section 1: Membership in AAIHS shall be open to anyone who is interested in African American and African diasporic intellectual history and who has paid the membership fee. Individuals facing extreme financial difficulty may be able to apply for membership without paying said fee by filling out an application.

Section 2: Only members in good standing shall be allowed to vote in AAIHS elections, hold offices in AAIHS, or otherwise participate in the business of AAIHS.

ARTICLE III

Section 1: The officers of AAIHS shall be the President, the Secretary, the Treasurer, the Publications Committee Chair, and the Conference Committee Chair. These officers shall together be the Executive Committee of AAIHS.

Section 2: The President shall be the chief executive officer of AAIHS. The President shall have responsibility for allocating funds (writing an annual budget) subject to the approval of a majority of the Executive Committee; shall chair meetings of AAIHS; and shall serve as chair of the Executive Committee. The president shall have the authority to create and staff both ad hoc and standing committees on any subject. The purpose and membership of these committees must be approved by a majority of the Executive Committee. To create a committee, the president must enter into the Executive Committee meeting minutes that committee’s name and purpose, as well as the identities of its appointed members. The president may or may not designate, at his/her discretion, a chair of any committee. All committees are presumed to be ad hoc committees unless noted otherwise in the Executive Committee meeting minutes. Ad hoc committees terminate their existence upon the end of the current term of the president who appointed them. The president may, upon appointing an ad hoc committee, designate an earlier termination date. Standing committees, and the appointments of their members, may exist beyond the end of the current term of the president who appointed them. Standing committees are presumed to exist in perpetuity, unless noted otherwise in the Executive Committee meeting minutes. Upon founding a standing committee, the president must declare the duration of the terms of the various memberships on the committee.

Section 3: The Treasurer shall collect annual dues, prepare and maintain all necessary financial records, disburse all funds and payment obligations of AAIHS in accordance with the annual budget, and oversee all financial matters deemed necessary by the President to be necessary to the successful operation of AAIHS. The Treasurer shall also be responsible for ensuring that AAIHS is in compliance with all state and federal laws and policies relating to incorporation, taxation, and other financial matters.

Section 4: The Secretary shall record all of AAIHS’s transactions, including the minutes of all meetings of the Executive Committee; maintain AAIHS’s membership list and archival records; administer and tally elections (including cases in which the sitting secretary may be running for office); and perform other administrative functions deemed necessary by the President for the successful operation of AAIHS. The Executive Committee, by a majority vote, will act as the final arbiter of any and all disputed elections. The Secretary shall also be responsible for maintenance of AAIHS’s web page.

Section 5: The Executive Committee shall oversee the planning of AAIHS’s annual conference. The Executive Committee may reject the proposal only upon a unanimous vote of all members except the Conference Chair. The Conference Committee Chair shall have the authority to appoint up to four other members in good standing to the Conference Committee.

Section 6: The Publications Committee Chair shall supervise all official Society publications including but not limited to: the blog, the newsletter, and the book reviews. The Publications Committee Chair shall have the authority to appoint up to two members in good standing to the Publications Committee in order to help in any aspect of performing that committee’s responsibilities.

Section 7: In the event that an officer resigns or is otherwise unable to finish out his/her elected term, the President shall appoint, within fourteen days of becoming aware of this vacancy, a member of AAIHS in good standing to assume the duties of the officer’s position for the remainder of the term. Upon the approval of a majority of the Executive Committee, excluding the President and the departing officer, the appointee shall assume the position as an officer and member of the Executive Committee, with all the rights, duties and privileges accorded therein. If the office of President shall become vacant, the Secretary shall assume the office of the President.

Section 8: The officers shall be the final authority on all matters relating to their respective offices unless indicated otherwise in the Constitution.

Section 9: Except in cases covered by circumstances outlined in Article III, Section 7, all officers of AAIHS must be elected to their positions by a majority of voting members. All appointees serve at the pleasure of the officer who appointed them. Their authority and responsibilities
derive only from powers granted to the appointing officer by this Constitution, and cannot exceed them.

Section 10: The officers of AAIHS shall serve terms of two years and be elected from AAIHS membership in a manner set forth in the Bylaws. Elections shall be held no later than the first week of December, and officers shall take office on January 1.

ARTICLE IV

Section 1: Amendments may only be proposed by a majority vote of the Executive Committee, but petitions regarding amendments can be made by members in good standing to the Executive Committee.

Section 2: Should an amendment conflict with any provision of the Constitution, the amendment shall supersede or nullify that provision.

Section 3: To become ratified, proposed amendments to the Constitution must be approved by a majority of the Executive Committee and 2/3 of voting members within the same membership year in a manner to be determined by the secretary.

ARTICLE V

Section 1: AAIHS shall from time to time establish such bylaws as it deems necessary to fulfill its purpose.

Section 2: The Executive Committee may amend the bylaws by a majority vote. Members in good standing, in accordance with the bylaws, may petition the Executive Committee for amendments to the bylaws.

Section 3: Should a new bylaw conflict with any previously existing bylaw or bylaws, the new bylaw shall supersede or nullify the original bylaw or bylaws.

ARTICLE VI

Section 1: The rules contained in Robert’s Rules of Order shall govern the proceedings of all meetings of the Executive Committee except when they conflict with the bylaws or special rules of AAIHS. The President, or whomever might chair an Executive Committee meeting in his/her absence, may waive this requirement for the present meeting only.

Section 2: Electronic methods are acceptable for any membership or committee vote, referendum or election on any subject.

ARTICLE VII

Section 1: By a vote of threequarters of the voting members of the African American Intellectual History Society, this constitution will become effective on January 1, 2016.

BYLAWS

  1. Dues. The annual dues of AAIHS shall be set by the Executive Committee. The amount of dues shall not be adjusted more than once in a three year period.
  2. Subscriptions. Membership subscriptions shall last one year and be annually renewable for all members in good standing. Annual membership terms shall begin on the day a member pays their dues and shall continue for one year. The Secretary is authorized to determine the effective dates of membership of any individual member in the event of any confusion or dispute.
  3. Membership Petitions. Members may petition the Executive Committee for changes to the Constitution or bylaws. A member petition shall be recognized by the Executive Committee when it has been signed by ten (10) or more members in good standing and shall be voted upon at the annual meeting or in a manner specified by the Secretary. All petitions with the requisite number of signatures submitted up to three weeks before the annual meeting must be considered at that meeting.
  4. Annual Meeting. The Executive Committee shall meet in conjunction with every annual conference of AAIHS (the “annual meeting”).
  5. The President may call other meetings of the Executive Committee at any time or place, including via electronic means.
  6. A quorum for any meeting of the Executive Committee is three members of the Committee. A maximum of two of the three may be proxies for Committee Members who are absent. For all meetings, minutes must be recorded and made publicly available to all members of AAIHS within fourteen days of the meeting. A quorum of Executive Committee members meeting informally should not be understood to constitute a meeting of the Committee. One officer may designate another officer as his/her proxy only by making that designation to a third officer.
  7. The President shall determine the agenda of the annual meeting. This agenda shall be distributed to all Executive Committee members and made publicly available to all members of AAIHS, no later than fourteen days prior to the annual conference.
  8. For all purposes, publication of information on AAIHS’s website shall constitute making that information available to all members of AAIHS.
  9. The Executive Committee’s annual meeting must be open to all members in good standing. One of the meeting’s agenda items must be dedicated to comments, requests and petitions from the members in attendance.
  10. AAIHS funds may only be disbursed by the Treasurer, and only in accordance with the annual budget. Should AAIHS lack a Treasurer, the President may disburse funds until a new Treasurer is appointed or elected. Only the Treasurer and the President may be authorized by AAIHS’s financial institutions to spend money on its behalf.
  11. The Treasurer shall maintain a conference fund for the express purpose of paying for the annual conference. The conference fund shall not be considered part of the general fund, and shall not be subject to the normal budgetary and requisition process. The initial amount of this fund shall be $3,000. Only the conference chair may authorize expenditures from the conference fund, and only for purposes related to administering the conference. The conference chair may requisition monies from the general fund for any purpose related to the conference, provided such requisition is approved by a majority of the executive committee. The conference chair must return all revenue related to the conference to the conference fund. The conference chair is responsible for ensuring that the amount of revenue from the conference for which he/she is responsible is equal to or greater than the expenditures for the same event. Should the final revenues for a given conference exceed the final expenditures, the conference chair may, but need not, transfer to the general fund any amount up to and including the difference between these two sums.
  12. For the purposes of effective planning, the Executive Committee may arrange to have Conference Committee Chairs elected two or more years before the conference for which that chair is responsible. The term of the conference committee chair will expire exactly one month after the annual conference ends, or when all bills for said conference are resolved, whichever comes first. At that point, the term of the new conference committee chair will begin.