This Constitution and Bylaws incorporates revisions approved on November 8, 2011; November 12, 1998 (effective March 2000); July 6, 1995; November 30, 1988; November 15, 1985; January 1, 1977; October 15, 1973; June 26, 1962; and September 1, 1956, of the original Constitution and Bylaws of the Far Eastern Association, Inc., of April 2, 1948.
The name of the society shall be The Association for Asian Studies, Inc.
ARTICLE II —THE OBJECTIVES
The objectives of the Association shall be (a) to form a scholarly, nonpolitical, and nonprofit professional association of all persons interested in Asians studies; (b) to promote interest in and scholarly study of Asia; (c) to provide means for the publication of scholarly research and other materials designed to promote Asians studies; (d) to promote cooperative activities and exchange of information within the field of Asian studies; and (e) to facilitate contact and exchange of information between scholars and scholarly organizations in North America interested in Asian studies and those in other countries.
ARTICLE III—POWERS (Powers of the Association)
The Association shall have power to take all lawful action which is appropriate to the achievement of its objectives.
Membership shall be open to all persons interested in Asian studies and shall be divided into such classes as may be defined in the Bylaws.
(a) Members in good standing and with voting rights, as defined in the Bylaws, may vote in annual elections and at such special elections as may be called.
(b) Only members in good standing and with voting rights are eligible to hold elected or appointed offices.
(c) Members shall receive such publications of the Association as are specified in the Bylaws.
Dues shall be paid annually, except by those classes of members exempted in the Bylaws.
Section 1. Authority in the Association
(a) Ultimate authority in the Association shall be exercised by the membership.
(b) Members in good standing and with voting rights shall choose by ballot the elective officers by procedures specified in the Bylaws.
(c) Members in good standing and with voting rights are empowered to amend the Constitution by ballot, as defined in Article VII of the Constitution.
(d) Proposals concerning Association policy contained in the Constitution and Bylaws may be initiated by the Board of Directors; such proposals, to become Association policy, shall be approved by a majority of the members’ votes cast in a special election which shall be called and noticed by the Executive Director. At a reasonable time before any such special election, the Executive Director shall notify all members of the election and shall provide each member access to an electronic ballot.
(e) Policy proposals also may be initiated by petition over the signatures of three percent of the membership; in the event such a petition is received by the Executive Director, that officer shall proceed as in Article V, Section 1(d) above.
Section 2. Officers
The Association’s officers shall be the President, the Vice-President, the Past President and the Past Past President, elected by procedures specified in the Bylaws; and such editors as are appointed officers by the Board of Directors.
Section 3. Board of Directors/Councils
(a) The Board of Directors shall consist of the President, the Vice-President, the Past President, the Past-Past President, the chairpersons of the five councils, and such editors and committee chairs as have been appointed by the Board of Directors.
(b) Each of the five councils (four area councils and the Council of Conferences) shall be represented on the Board of Directors by their elected council chairperson.
(c) The Executive Director shall serve on the Board of Directors as a non-voting ex officio member.
Section 4. Terms and methods of selection
(a) Officers and directors, as well as members of all councils and committees, must be members in good standing and with voting rights in the Association.
(b) The Vice-President, after his/her term in office shall succeed automatically to the Presidency.
(c) Each person elected as Vice-President shall serve a four year term: One year each as Vice-President, President, Past President, and Past Past President. The council chairpersons on the Board shall serve for the period they are elected to the chair of their respective councils.
(d) The various editors shall be appointed by the Board of Directors normally for terms of three years. They shall be eligible for reappointment, and also shall be subject to removal by the Board of Directors.
(e) The Board of Directors shall appoint the Executive Director and specify the term of office not to exceed five years. Nothwithstanding the duration of any such term, the Executive Director shall be removable by majority vote of the Board. The Executive Director shall also be eligible for reappointment. The work of the Executive Director is to evaluated by a subcommittee consisting of three persons that will report to the Board.
Section 5. Powers and procedures of the Board of Directors
(a) The affairs of the Association shall be administered by the Board of Directors. The Board shall have authority to execute on behalf of the Association all powers and functions of the Association that are consonant with the Constitution and Bylaws.
(b) The Board shall approve an annual budget, the Finance Committee, the Program Committee, and all other committees and agents as are necessary; the Board shall delegate to them such authority as is required, supervise their activities carried out on behalf of the Association, and shall receive and act upon budgets, recommendations, requests, and plans submitted by them. The Board of Directors shall appoint the chairpersons of all committees not otherwise designated ex officio in the Constitution and Bylaws.
(c) The Board of Directors shall meet at the time of the Annual Conference and shall hold such meetings as are necessary; the Board of Directors also may conduct its affairs by mail, telephone or electronic means. However, if the Board votes other than at a meeting, any resolution thus adopted shall be approved by a majority vote of a quorum of the Board [Article V, Section 5(d)].
(d) A quorum of the Board of Directors shall consist of at least two-thirds of the members of the Board. The Board shall reach its corporate decisions by a majority vote of those present and constituting a quorum. For purposes of mail ballots by the Board, members of the Board of Directors voting in a given poll shall be counted as present.
(e) The Board of Directors may initiate proposals to be voted upon by the Association’s membership; such proposals, to become Association policy, shall be approved by a majority of all members in good standing and with voting rights who cast a ballot.
Section 6. Annual Reports
The Executive Director shall present to the Board of Directors materials covering the activities of the Association since the previous meeting, together with a certified audit of the financial reports of the Association. Other reports shall be made annually by the editors, councils, and committees or agents of the Association. These reports shall be filed with the records of the Association.
Section 7. Councils
(a) The China and Inner Asia Council, the Northeast Asia Council, South Asia Council, and the Southeast Asia Council constitute the four major divisions of the Association relating to areas of scholarly interest in Asia.
(b) The Council of Conferences represents the interests of the regional conferences concerned with Asian studies that have been recognized by the Board of Directors.
(c) All councils shall be nominated and elected under procedures specified in the Bylaws.
Section 8. Nominating Committee
(a) The Nominating Committee shall consist of the four presidential officers (Vice-President, President, Past President, and Past Past President) together with up to two additional members appointed by the Board (normally including the sitting chair of the council nominating for Vice President).
(b) The Nominating Committee shall nominate members to stand for election as Vice-President, and for the councils.
ARTICLE VI—ANNUAL CONFERENCE
Unless circumstances make it impossible, the Association shall hold an Annual Conference. This conference shall consist of a planned program of papers and discussions to be prepared by a Program Committee. The Program Committee shall work with the councils, and shall include at least one member representing each area council.
Amendments to the Constitution may be proposed: (a) by the Board of Directors; or (b) by petition signed by three percent of the membership in good standing and with voting rights.
All proposed amendments shall be discussed by the Board of Directors and submitted to the membership for approval in a special election in the manner provided in Article V, Section 1(d). After allowing sufficient time for voting they shall be considered adopted, if approved by a majority of those casting ballots.
Amendments shall be effective immediately upon adoption, unless the amendment itself provides otherwise.