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.
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.
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.
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.
1. Membership Categories and Privileges
Membership in the Association shall be divided into the following classes:
(a) Patron—Person who contributes $2,000 or more to the Association.
(b) Life Member—Person holding this class of membership. No new life members will be accepted.
(c) Honorary Member—Person selected to this status by the Board of Directors.
(The above three classes of members are exempted from payment of annual dues. They shall receive life subscriptions to the Journal of Asian Studies, the Bibliography of Asian Studies, and the Asian Studies Newsletter, so long as these are published by the Association.)
(d) Regular Member—Person who pays Regular Member annual dues.
(Regular members shall receive the Journal of Asian Studies and the Asian Studies Newsletter, so long as these are published by the Association; in addition, they may receive other publications on terms to be determined by the Board of Directors.)
(e) Associate Member—Spouse or partner of a Regular Member and who pays the annual dues. (Associate Members shall not receive the periodical publications of the Association, with the exception of the Annual Conference Program which shall be received by both Regular and Associate Members.)
All members in good standing in classes (a) through (e) have voting rights in Association elections. "Good standing" is lost when dues are six months in arrears.
Dues will be changed by a vote of the Councils and the Board of Directors.
3. Fiscal Year
The fiscal year of the Association shall end on December 31.
(a) Income from dues, bequests to the Association, sale of periodicals, or other sources of income generated directly by the Association shall be regarded as a General Fund available for publications, salary obligations, and other current expenses.
(b) Specific grants or contributions may be requested and accepted by the Board of Directors for special projects.
(c) A revolving fund may be established in connection with the publication of monographs and related publications, and funds obtained for the publication of or from the sale of monographs and related publications shall be deposited in this revolving fund to be used only for such publications.
(d) The Board of Directors is charged to supervise the use of the Association’s funds.
Contracts or other obligations shall be signed by those officers of the Association, or its agents, to whom the Board of Directors has specifically delegated the authority.
6. The President
The President shall be presiding officer of the Association and Chairperson of the Board of Directors, and shall exercise the duties and responsibilities commonly associated with the office.
The Vice-President shall assume the duties of the President, holding the title of Acting President, in the event of the absence, death, resignation, or incapacity of the President; and in such case the Vice-President shall still succeed to the office of the President in the following year.
8. Executive Director
The Executive Director shall be appointed by the Board of Directors and serve as the chief administrative officer of the Association. It shall be his or her duty, under direction of the Board, to direct the Secretariat, to oversee the affairs of the Association, and to have responsibility for the continuing operations of the Association. The Executive Director has charge of the records and general correspondence of the Association; keeps the membership and subscriber lists; collects dues and subscriptions; manages accounts; makes arrangements for the Annual Conference, maintains relations with other scholarly associations as appropriate; provides support to the Councils and Committees of the Association; advises on policies, programs and procedures; and performs such other duties as may be specified in the Constitution or Bylaws or be assigned by the Board of Directors. The organization and management of the Secretariat shall be reviewed by the Board of Directors annually. The Executive Director serves as an ex-officio member, without vote, of the Board of Directors.
9. Finance Committee
The Finance Committee shall consist of the Vice-President, the Executive Director, and other members to be appointed by the Board of Directors. The terms of office shall be staggered and one of the appointed members shall be chair. The Chief Financial Officer of the Association shall be the secretary of the Committee without vote. The Finance Committee shall review the budget of the Association and all of the Association’s investments, and shall advise the Board of Directors annually on the financial condition of the Association.
10. Nominating Committee
(a) The Nominating Committee shall prepare a list of nominees to include one or more persons for the office of Vice-President, at least seven persons for each of the area councils, and at least three persons for each of the electing regional conferences. The Council of Conferences shall submit to the Nominating Committee at least three candidates for each of the eligible conference slates as recommended by these eligible conferences. The Nominating Committee shall make its selection of nominees from the list submitted by the Council of Conferences. Each area council shall submit to the Nominating Committee at least seven candidates and at least five alternates. Before presenting their lists of nominees to the Nominating Committee, the councils shall have ascertained whether the nominees are members in good standing with voting rights. Members of the Association for Asian Studies are invited to submit nominations for any of these offices other than membership on the Council of Conferences to the Nominating Committee for its consideration.
(b) Subject to Bylaw 10 (d) below, it (the Nominating Committee) shall include among the nominees on the list it prepares the names of all persons nominated by petition signed by one percent of the membership in good standing with voting rights, but it may distinguish between its own nominees and those nominated by petition. Petitions for nominations must be submitted within 30 days after the announcement of its slate by the Nominating Committee.
(c) In drawing up the list of nominees, the Nominating Committee should seek to provide an equitable representation of the ages, sexes, national origins, disciplines, locations of residence, and geographical area of specialization as found in the membership, but is not bound by any particular formula.
(d) The Nominating Committee shall send the list of nominees to the Executive Director at least 120 days before the convening of the fall election. The Executive Director will contact nominees for permission to list them as candidates on the ballot.
(a) The list of candidates shall be distributed by the Executive Director to all members entitled to vote no less than 60 days before the closing of the ballot. Each member entitled to vote shall be provided access to an electronic ballot. The ballot shall be so prepared that it is confidential and yet will enable the Executive Director to prevent irregularities. The voting process shall be monitored by the Executive Director, or persons duly designated, and the results shall be announced after the conclusion of the election.
(b) Each member in good standing with voting rights is entitled to vote for one nominee for Vice-President, for three nominees for one of the four area councils (China and Inner Asia Council, Northeast Asia Council, South Asia Council, Southeast Asia Council), for one nominee in any of the other three area councils, and for one nominee for the conference of his/her choice for the Council of Conferences. The three persons receiving the highest number of votes for each area council shall have been elected to that council for a three-year term: and the person receiving the highest number of votes for each of the eligible conference slates shall have been elected to the Council of Conferences for a three year term. However, area council election rules may be modified by the board, in consultation with the affected council, to ensure that a designated subarea will be represented by at least one council member.
(c) In case a position becomes vacant among any of the elected officers, directors, or council members, the position shall be filled for the remainder of the term by the person who received the next highest number of votes for that position.
(d) Persons elected to the Board of Directors or to the councils may not immediately succeed themselves for another term on the Board or on that council.
12. Area Councils
(a) The four major regions of Asia shall be deemed to refer to: China and Inner Asia; Northeast Asia; South Asia; and Southeast Asia.
(b) There shall be one council to represent each of the four major regions of Asia, designated as: the China and Inner Asia Council; the Northeast Asia Council; the South Asia Council; and the Southeast Asia Council.
(c) Each council shall be charged with promoting and developing the Association’s interest for the geographic area. Collectively, all four area councils and the Council of Conferences shall serve as the major policy body for the Association, and shall serve as liaison between the Board of Directors and the members at large.
(d) Each of the four area councils shall consist of nine members elected for three-year staggered terms so that three new members shall be elected each year.
(e) Each of the four area councils shall elect annually a chairperson and a vice-chairperson. These Council officers may be reelected for up to three terms. The chairperson shall be a member of the Board of Directors.
(f) Insofar as the electoral process permits, each council shall be constituted in such a manner that the several disciplinary and/or geographic interests of the membership concerned with that major region are adequately represented.
(g) A council may establish committees or groups for the study of particular countries, regions, or topics within the area of its specific geographic concern, or for the management of some part of the council’s program. Such committees or groups shall normally have a rotating membership, and will become recognized as a part of the Association upon approval by the Board of Directors. All persons serving on such committees or groups shall be members of the Association. The committee or group must meet the legal, financial and reporting requirements of the Association.
(h) The Board of Directors shall consult the councils for advice on staffing and policy, and may request each council to designate a representative of that council to serve on any committee of the Association.
13. Council of Conferences
(a) The Council of Conferences represents the interests of the several regional conferences concerned with Asian studies.
(b) It shall be charged with promoting and developing interest in Asia and the encouragement of the scholarly and more popular understanding of Asia in the regions of its concern. The Council of Conferences shall serve as a liaison between the Board of Directors and participants in the various conferences.
(c) The Council shall consist of one member from each regional conference elected for three-year staggered terms so that new members shall be elected each year.
(d) The Council of Conferences shall consult with the constituent conferences to assure an appropriate rotation of actual nominations for the council so that no constituent conference is unrepresented on the council. In case a position becomes vacant among the members of the council, the position shall be filled by the person nominated by the same regional conference who received the next highest number of votes for that position.
(e) The Council of Conferences shall elect its chairperson and vice-chairperson annually from among its membership. These council officers may be reelected for more than one term. The chairperson shall be a member of the Board of Directors.
(f) The Board of Directors shall consult the Council of Conferences on staffing and policy, and may request the council to designate a representative of that council to serve on any committee of the Association.
14. Annual Conference
An Annual Conference shall be held each year at a time and place to be determined by the Board of Directors. Announcements of the time and place shall be sent to members at least 60 days before the conference by the Executive Director.
15. Program Committee
The Program Committee shall arrange carefully planned sessions for the Annual Conference featuring papers, round tables, and discussions. A printed program shall be prepared.
Procedure in all meetings of the Association, its councils, committees, or agencies shall be governed by the latest edition of Robert’s Rules of Order, unless otherwise specified in the Constitution or Bylaws.
(a) Referenda are defined as the casting of votes by the membership in good standing and with voting rights on issues other than election, provided each member has been furnished access to an electronic ballot. Referenda may be initiated by the Board of Directors or by petition by three percent of the members in good standing with voting rights.
(b) The Board of Directors may present its opinion on a referendum-issue in writing at the time an electronic ballot is sent to the membership. If one or more members interested in a referendum-issue in timely fashion (1) tenders payment of all expenses and (2) furnishes the text of an opinion on a referendum-issue he/she wants publicized to all members, the Executive Director shall present that written opinion on the AAS website or through other means. The result of the vote by members in good standing with voting rights shall be decided by a majority of those voting.
18. Periodical Publications
The periodical publications of the Association shall be the Journal of Asian Studies, Education About Asia, the Asian Studies Newsletter and any other publications the Board of Directors may determine to establish.
The editors of the periodical publications shall edit and manage their respective publications, prepare annual reports and budgets, and may have authority to make contracts and other necessary arrangements, subject to review or direction by the Board of Directors. They shall nominate for Board approval the editor and assistants who are to be associated directly with them in preparing their publications.
Organizations having scholarly interest in Asia and containing in their memberships a substantial number of persons who are members of the Association may be affiliated with the Association or one of its councils, subject to acceptance by the Board of Directors. Such affiliation would permit the Association to provide services and assistance as approved by the Board, but affiliates would not be part of the Association and not covered by AAS Articles of Incorporation, tax exempt status under Section 501 (c) (3) or liability insurance. Affiliation shall be for three years and shall be subject to renewal upon notification. At least 90 days before its affiliation is due to expire, an affiliated organization shall be so informed by the Secretariat.
The Bylaws may be amended by a majority vote of those members in good standing with voting rights voting in the manner provided in Article V, Section 1(e) of the Constitution. Amendments may be initiated by the Board of Directors, or by a petition signed by three percent of the membership in good standing and with voting rights.