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BYLAWS

OF

THE LATINA/O STUDIES ASSOCIATION

[adopted January 1, 2016]

 

ARTICLE I

Name and Corporate Purpose

 

Section 1. Name:  The name of the corporation shall be The Latina/o Studies Association (hereinafter referred to as the “LSA”).

Section 2. Purpose:  The LSA is formed exclusively to further promote educational and research purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended (or the corresponding provision of any future United States Internal Revenue Code). The specific purposes of the LSA are set forth in the LSA Articles of Incorporation. In furtherance of the specific purposes stated in the Articles of Incorporation, LSA shall pursue the goal and objective of promoting the research and teaching of Latina/o studies at all levels of education by:

  1. Organizing a biennial conference of scholars whose research focuses on the history, culture, and latest data relative to the Latina/o population;
  2. Publishing and/or supporting efforts to publish materials, including but not limited to academic journals, that will further LSA’s mission;
  3. Actively encouraging and supporting the involvement of students and community members in the LSA; and
  4. Engaging in the public sphere and advocating on behalf of Latina/o studies and the Latina/o community at large.

 

ARTICLE II

Offices

 

Section 1. Principal Office:  The LSA may have a principal office and such other offices, either within or outside the District of Columbia, as the Executive Council may determine or as the affairs of the LSA may require from time to time.

 

ARTICLE III

Executive Council

 

Section 1. Management:  The business and the affairs of the LSA shall be directed, controlled, and managed by the Executive Council, which is the governing body of the LSA.

Section 2. Number and Term:  The Executive Council shall consist of between four (4) to eight (8) elected members (“Executive Council Members”). Executive Council Members shall serve two-year terms.

Section 3. Election and Removal of Executive Council Members:  Executive Council Members shall be elected by a majority vote of the members voting in the election. Elections for Executive Council Members may be conducted using online voting. An Executive Council Member may be removed from office, with or without cause, by a majority vote of the voting members of the LSA who are present, in person or through electronic means, at a meeting called for the purpose of removing an Executive Council Member. Notice of this meeting must be announced with a thirty-day notice to all the voting members via written communication by at least one ex officio member of the Executive Council. An Executive Council Member may also be removed from office, with or without cause, at any time by a two-thirds (2/3) vote of the members of the Executive Council including the ex officio members who are present and voting at a meeting for this purpose. Notice of this meeting must be announced with a thirty-day notice to all the Officers via written communication by at least one ex officio member of the Executive Council.

Section 4. Vacancies on the Council:  All vacancies on the Executive Council shall be filled for the unexpired term by a majority vote of the Executive Council Members.

Section 5. Meetings:  The Executive Council shall hold regular meetings at least twice per year at an agreed upon time and place.

Section 6. Quorum:  A majority of the total number of Executive Council Members shall constitute a quorum. The vote of a majority of the Executive Council Members present at any meeting at which there is a quorum shall be the act of the Executive Council. In instances when there is a tie vote amongst Executive Council voting members, the Immediate Past President serving as an ex officio member, will cast the tie-breaking vote.

Section 7. Action by Unanimous Written Consent:  Any action required or permitted to be taken at a meeting of the Executive Council Members may be taken without a meeting if a written consent of such action is signed by all Executive Council Members.

Section 8. Good Standing:  Executive Council Members, whether elected or appointed, must be current members as outlined in ARTICLE VI and in good standing throughout their term in office. Failure to maintain good standing will result in removal from the Executive Council.

 

ARTICLE IV

Officers

 

Section 1. Officers:  The Officers of the LSA shall be the President, the Vice-President, the Secretary, and the Treasurer. An individual may not simultaneously serve as President and Treasurer. The Council may create other Officer positions with the approval of a majority of the voting members.

Section 2. Term and Election:  The Officers shall be elected for a term of two (2) years by a majority vote of the members. The Immediate Past President and the Immediate Past Secretary will each serve as an ex officio, member of the Executive Council. Ex officio members shall serve one (1) term. Ex officio members shall not have voting rights, except, the Immediate Past President shall vote for purposes of breaking a tie in instances when there is a tie vote amongst Executive Council voting members and both ex officio members may vote in proceedings to remove an Executive Council member from office.

Section 3. Removal:  An Executive Council Member may be removed from office, with or without cause, by a majority vote of the voting members of the LSA who are present, in person or through electronic means, at a meeting called for the purpose of removing an Executive Council Member. Notice of this meeting must be announced with a thirty-day notice to all the voting members via written communication by at least one ex officio member of the Executive Council. An Executive Council Member may also be removed from office, with or without cause, at any time by a two-thirds (2/3) vote of the members of the Executive Council including the ex officio members who are present and voting at a meeting for this purpose. Notice of this meeting must be announced with a thirty-day notice to all the Officers via written communication by at least one ex officio member of the Executive Council.

Section 4. Vacancies:  A vacancy in any office shall be filled by a vote of a majority of the Executive Council. Officers elected to fill a vacancy shall serve for the unexpired term of the previous officer.

Section 5. Duties of the President:  The President shall be the chief elected officer of the LSA, and shall have, with the consensus of the Executive Council, the general powers and duties of management usually vested in the office of President, and shall have such other powers and duties as may be prescribed by the Executive Council and by these Bylaws. The President shall preside at Executive Council and membership meetings.

Section 6. Duties of the Vice-President:  The Vice President shall attend meetings of the Executive Council, and shall perform other such duties as agreed upon by the Executive Council or as required by these Bylaws. In addition, in the event of the temporary absence of the President, the Vice-President shall serve as President pro tempore, in keeping with the terms described in Article IV, Section 5.

Section 7. Duties of the Secretary:  The Secretary shall attend meetings of the Executive Council, and shall preserve the full and correct minutes of the proceedings of all such meetings. The Secretary shall also serve all notices required by law, these Bylaws, or by resolution of the Executive Council. The Secretary shall maintain the organization’s archive. The Secretary shall also manage LSA communications through technologies agreed upon by the Executive Council, and shall perform other such duties as agreed upon by the Executive Council or as required by these Bylaws.

Section 8. Duties of the Treasurer:  The Treasurer shall attend meetings of the Executive Council. The Treasurer shall keep or cause to be kept, in records belonging to the LSA, complete and accurate accounts of all receipts and disbursements, resources, and liabilities, and other valuable effects of the LSA. The Treasurer shall render to the President and to the Executive Council at its meetings, or whenever otherwise requested, correct statements and reports showing the financial condition of the LSA. The Treasurer shall arrange for the performance of an audit and for the preparation of audited financial statements by a certified public accountant on behalf of the LSA, as agreed upon by the Executive Council. The Treasurer shall perform other such duties as agreed upon by the Executive Council or as required by these Bylaws.

Section 9. Good Standing:  Officers, whether elected or appointed, must be current members and in good standing throughout their term in office. Failure to maintain good standing will result in removal from office.

 

ARTICLE V

Committees

 

Section 1. Local Conference Site Committee:  The Executive Council shall issue a call for conference site proposals that shall include the designation of a Local Conference Site Committee. The Executive Council shall select a proposal that shall include the creation of a Local Site Committee. The Local Conference Site Committee shall manage the conference logistics agreed upon by the Executive Council. The members shall serve for a term of two years.

Section 2. Conference Program Committee:  The Conference Program Committee shall be responsible for organizing the conference program. The President, Vice President, and the Conference Local Site Committee Chair (or their representative) shall Co-Chair the Conference Program Committee. Committee members shall be appointed by the Executive Council. Effort shall be made to insure that the committee members shall be selected from across U.S. regions (Northeast, Southeast, Midwest, Southwest, West, Pacific Northwest), across major disciplinary divisions, and with gender equity in mind. The members shall serve for a term of at least one year but no more than four consecutive years. The Conference Program Committee shall present the Conference Program to the Executive Committee for its review. The Executive Council shall be responsible for Keynote Speaker(s), Special Sessions and/or Plenary Session(s).

Section 3. Nominations Committee:  A Nominations Committee consisting of three (3) to five (5) members shall be constituted through a nomination process and elected by the LSA members. The members shall serve for two years. Current members of the Executive Council shall not be eligible to serve on the Nominations Committee. Members of the Nominations Committee shall not be eligible to run for Officer positions during their term on the Committee. They and the LSA Secretary shall be responsible for advertising open positions on the Executive Council. The Nominations Committee will prepare a slate of nominees for elections. The Nominations Committee will oversee the election, including tabulating the votes, and will announce the new officers to the members. The members shall serve for a term of two years.

Section 4. Appointment of Committees:  The Executive Council may establish other Committees and appoint members to those committees as it determines necessary for carrying out the purposes of the LSA. The Executive Council may also dissolve those Committees, which the Executive Council determines are no longer required to carry out the purposes of the LSA.

 

ARTICLE VI

Membership

 

Section 1. Membership:  Membership in the LSA shall be available to individuals or organizations interested in Latina/o studies, individuals or organizations having an interest in the LSA and supporting its purpose, or individuals or organizations otherwise qualifying for membership under criteria established by the Executive Council from time to time.

Section 2. Application for Membership:  Membership qualifications shall be those established from time to time by the Executive Council. All applicants for membership shall complete and submit the LSA application form. Applicants shall be admitted to membership in the LSA upon completion of administrative processing of the required membership application and the payment of required dues as designated by the Executive Council.

Section 3. Membership Benefits:  The Executive Council may add, delete, or adjust membership qualifications and benefits as it deems necessary or desirable to further the purpose of the LSA. Members in good standing are provided the following benefits:

  1. Are entitled to one vote in elections for Executive Council Members;
  2. Are entitled to one vote for the selection of Nominations Committee members;
  3. Are entitled to one vote in proceedings for the removal of Executive Council Members;
  4. Are entitled to one vote on referendums referred to the membership by the Executive Council;
  5. May be considered as a presenter for the biennial conference;
  6. May receive an annual subscription to an academic journal designated by the Executive Council; and
  7. May participate in web-based or in person members only discussions, forums, or email exchanges.

Section 4. Membership Dues:  Membership dues shall be determined by the Executive Council. Membership dues are per annum. Dues paid will entitle members to the Member Benefits. The LSA may terminate the membership of any member for failure to pay required dues.

Section 5. Annual Membership Meeting:  There shall be an annual meeting of the members of the LSA, for receiving annual reports and the transaction of other business, the date and location of which shall be determined by the Executive Council. An annual or regular meeting of the members may be held via the internet or other electronic communication so long as the members have the opportunity to read or hear the proceedings substantially concurrent with their occurrence, vote on matters submitted to the members, pose questions, and make comments.

Section 6. Special Meetings:  Special meetings of the members of the LSA may be called at the discretion of the Executive Council, and shall be called by the President at any time upon written request by ten (10) percent of the voting members of the LSA.

Section 7. Meeting Notice:  LSA shall give notice to the members entitled to vote at an annual or special meeting of the date, time, and place of such meeting. Notice for special meetings shall be provided no fewer than ten (10) and no more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose for which the meeting is called. The Executive Council shall determine when notice regarding an annual meeting shall be sent to the members.

Section 8. Quorum:  A majority of members in attendance, either in person or through electronic means, shall constitute a quorum for the purposes of conducting business.

 

ARTICLE VII

Contracts and Checks

Section 1.  Contracts:  The Executive Council may authorize any Officer or Officers of the LSA to enter into any contract or execute and deliver any instrument in the name of and on behalf of the LSA, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc:  All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the LSA shall be signed by the President or the Treasurer.

 

ARTICLE VIII

Fiscal Year

The fiscal year of the LSA shall begin on the first day of January and end on the last day of December in each year.

 

ARTICLE IX

Amendment to the Bylaws

 

Amendments to these Bylaws may be proposed by the Executive Council or by written petition signed by at least ten (10) percent of the voting members of the LSA. These Bylaws may be amended by the affirmative vote of two-thirds (2/3) of the LSA voting members present, either in person or through electronic means, at a meeting called for the purpose of amending the Bylaws.

 

Adopted this 1st day of January 2016.

 

Bylaws