By Laws

ACADEMY OF ACCOUNTING HISTORIANS
A Section of the American Accounting Association
By-Laws as of June 1, 2017

I. Name of Section
Academy of Accounting Historians (AAH) – Section of the American Accounting Association

II. The Purpose and Objectives of the AAH Section
The purpose of this Section, named the Academy of Accounting Historians (AAH), is to encourage research, publication, teaching and personal interchanges in all phases of accounting history and its interrelation with business and economic history including the environment within which they developed.

III. Membership
All members of the American Accounting Association (AAA) are eligible for membership in the AAH Section.  There shall be three classes of members in the AAH Section:  regular, student and life.  Student members must be currently either full-time or part-time students at a college or university.  An individual supporting the purposes of the AAH Section will be enrolled as a regular member upon payment of annual dues. Scholars of distinction in accounting history may be designated life members. All regular members are eligible to vote, hold office and participate in all activities of the organization.  A prerequisite for becoming a regular member of the AAH Section is membership in the AAA.  There shall be no subscription memberships within the AAH Section.

IV. Dues and Charges

Dues shall be determined by the Executive Advisory Group (EAG) (Article VI, Section 5) as proposed by the President and the Treasurer.  In no event shall the AAH Section dues exceed 35% of the AAA annual dues unless prior approval is obtained from the AAA Management Team. An AAH section member must be current in section dues to be nominated to hold office in the section.

V. Officers and Trustees

1.  The AAH Section shall have the following elective offices:  a President, a President-Elect, two Vice-Presidents (1st Vice-President and 2nd Vice-President), a Secretary, a Treasurer, and a Council Representative, each elected for one-year terms with the exception of the Council Representative who shall be elected for a three-year term.  
   
   
2. There shall be a Board of Trustees.  The number of Trustees shall not be less than twelve or more than twenty.  Such Trustees shall consist of the officers named above in Article V, Section 1, and members elected by the general membership as nominated in Article V, Section 3.  The terms of office of Trustees who are not officers shall be three years with at least two Trustees to be elected each year.  In any event, a Trustee should stand for election at least once each three years, excepting past Presidents.  Each retiring President of the AAH Section shall, upon election of his successor, become a member of the Board of Trustees for a term of three years.  The President may appoint an interim Trustee to fill a vacancy created by the departure of any Trustee during the Trustee’s term of office.
   
   
3.  Officers and Trustees will assume their responsibilities upon adoption of the by-laws for terms coincident with AAA national officers.  Academy of Accounting Historians Officers and Trustees in place on May 31, 2017 will serve as initial AAH Section Officers and Trustees.
   
   
4.  The Nominations Committee shall be composed of the two most recent past Presidents of the Academy and four members of the AAH Section who shall be elected by the EAG. Each year the Nomination Committee shall prepare a slate of candidates as appropriate to the task of identifying members in good standing to serve as officers and trustees. If one or more of the most recent past Presidents is unable or unwilling to serve, then the next most recent past President(s) shall be appointed.  The nominating committee shall present to the membership of the AAH Section the nominations for the offices of President-Elect, two Vice Presidents, Secretary, Treasurer, and the nominations of Trustee positions or Council Representative to be filled.  Nominees must be members of the AAH Section in good standing and affirm they will accept the position upon election.
   
   
5. Election of Officers and Trustees will be held during the annual business meeting or if approved by the body identified in Article VI, Section 5, by electronic ballot of members.  A simple majority vote of members voting at the meeting or of members voting by electronic means, will determine the outcome.  Proxy votes are limited to one certified proxy per member in good standing in attendance.  The results of the election shall be certified and announced by the Secretary.  The Secretary shall certify proxies prior to the start of the meeting or process involved.

VI. Duties of the Officers and Trustees

1.  The President of the AAH Section shall preside at all meetings, other than meetings of the Board of Trustees.  In case of the President’s disability or absence, these duties shall be discharged by the President-Elect, the Chair of Trustees, or a Vice-President according to numerical order.  Standing and special committees, to include the task specification and the membership, shall be appointed by the President in consultation with members of the EAG.
   
   
2. The President-Elect and Vice-Presidents shall undertake whatever functions are deemed appropriate by the President of the AAH Section. Upon completion of the President’s term of office, the President-Elect shall automatically serve as President.
   
   
3.  The Secretary shall keep the records of the AAH Section and the minutes of the general meetings.  
   
   
4. The Treasurer of the AAH Section is responsible for financial activities and for all dedicated resources of the AAH section. The Treasurer prepares financial plans, financial reports and makes recommendations for financial activities, including assurance and reviews. The Treasurer ensures disbursements are in conformity with AAA section practices.
   
   
5.  For the purpose of transacting the business and overseeing the operations of the AAH Section during intervals between meetings of the Board of Trustees, an Executive Advisory Group (EAG) will have full authority to act, with financial transactions subject to limits which require Trustee action, Article VI Section 7.  The EAG is convened by the President, or by one of the officers as designated by the President. In addition to the President, the EAG will include the President-Elect, the Vice-Presidents, Secretary, Treasurer, Council Representative and the Chair of the Trustees and will meet in person or by electronic means.  
   
   
6. The Chair of the Board of Trustees shall be elected at an appropriate meeting of the Board of Trustees and shall set the agenda for meetings of the Trustees.  The elected Chair will hold that office for a term to be specified, but no longer than one three-year term, and may not serve consecutive three-year terms.  The Chair will preside at meetings of the Board of Trustees.  In the absence of the Chair of the Board of Trustees, these duties shall be discharged by the President, or alternatively by the President-Elect, or a Vice President, according to numerical order.
   
   
7.  Trustees shall have responsibility for providing guidance to the officers and for review of governance processes and controls consistent with the orderly conduct of matters involving the AAH Section. All disbursements in excess of $10,000 (price-level adjusted from August 2016, using the national CPI-U index of the U.S. Bureau of Labor Statistics) must be approved by the Board of Trustees unless otherwise authorized by special resolution of the Board.  They may accept, renew and propose conferences, research, teaching and seminar projects in keeping with the objectives of the AAH Section.  The Board of Trustees shall fill vacancies in the list of officers and may adopt any rules and regulations of the conduct of its business not inconsistent with these bylaws.  The Board performs such other duties as may be required of it to achieve the goals of the AAH Section.  A quorum shall consist of eight Trustees, with the provision that action taken at any Trustee meeting not attended by the majority of the Trustees shall be confirmed through a majority received via electronic or hard copy correspondence from members of the Board of Trustees.
   
   
8. An adequate record of funds and regular financial reports are to be maintained by the Treasurer.  An annual report shall be prepared and reported by the Treasurer to the membership each year in an appropriate fashion.  The Treasurer shall prepare an annual financial plan for presentation to the membership at the annual business meeting.  External independent review of the annual financial reports and processes of the AAH section will be obtained at the end of each fiscal period consistent with precedent practices.

VII. Meetings

1. The annual and any other meetings of the AAH Section shall be held at such time and place as determined by the EAG.   Notice of such time and place shall be given to members, by mail or otherwise, before such meetings unless other means of satisfactory notice can be applied.  Such notice should include an agenda.  A quorum at such duly called meetings shall consist of those members present or represented by appropriate proxy.
   
   
2. Special meetings of the AAH Section may be called at such time and place as may be determined by a resolution of EAG or the Board of Trustees.
   
   
3. Meetings of the officers of the AAH Section shall be called by the President of the AAH Section, or by a member of the EAG so designated by the President. Regular meetings of the Board of Trustees shall be called by the Board Chair. Special meetings of the Board may be called by request to the Board Chair by not less than four Trustees or by the President.  Announcements of meetings shall be through the office of the Secretary or the Secretary’s designee.
   
   
4. The program for the annual meeting of the AAH Section shall be the responsibility of the President.  An agenda of all meetings should be reported to members at least two weeks before the annual meeting.
   
   
5. For purposes of conducting all general and special meetings of the organization, Robert’s Rules of Order (newly revised) will apply wherein the bylaws do not specify procedure.  A parliamentarian may be appointed by the officer presiding at each meeting.
   
   
6. A report of the Trustees is to be given at each annual meeting of the AAH Section.

VIII. Amendments

1. Amendments to these bylaws may be submitted at any time by any member to the President and by the President submitted to the Trustees at their next meeting for consideration, approval or disapproval.  Amendments shall be adopted if so voted by a plurality of the membership of the AAH Section in attendance (Article V, Section 1), or at the discretion of the EAG by a majority vote of all voting members through a poll by electronic or regular mail.  Amendments shall go into effect as soon as the results of polls are approved and reported at a regular annual business meeting.
   
   
2. Every member of the AAH Section is encouraged to submit suggestions and recommendations for the improvement and expansion of the activities of the AAH Section to the Trustees or the officers in writing or from the floor during meetings of the AAH Section.
   
   

IX. Section Representation at AAA Council 

The Nominations Committee will nominate a past president to serve as the AAH representative to the AAA council. The Council Representative will be elected at the Annual Business Meeting of the AAH Section. Another AAH President (past, current or elect) may attend as an observer or a designated alternate by the EAG if needed.

X. Compensation

Officers, Trustees, and members of standing committees shall not be compensated for services.  Persons engaged as independent contractors will have their contract authorized and signed by the Executive Director of the AAA or the person so designated by the Executive Director.


XI. Stewardship of dedicated resources 
 
The EAG and Trustees are expected to prudently and diligently administer the AAH section’s dedicated resources to achieve the purposes for which such funds were established. In the event of dissolution of the AAH section these dedicated resources shall be employed in a manner which fulfills the purposes of said dedicated resources either within the AAA or, at the direction of the EAG and the AAA Board, be made available to another dedicated non-profit organization which fulfills the objectives of the AAH section.
 
Final approved version July 27, 2016