(Aligned to meet DC statutes, combining previous AAG Constitution and AAG Bylaws)
Article I: Name
The name of the organization shall be the American Association of Geographers.
Article II: Purpose
The American Association of Geographers (AAG) furthers professional investigations in geography and encourages the application of geographic findings in education, government, and business. The Association promotes research and scientific explorations, encourages publication of scholarly studies, and promotes scholarly discourse to advance its members and the field of geography.
Article III: Membership
Section 1: Membership
AAG shall have members. The Council, at its discretion, shall determine the types, classes or categories of membership, and the rights, privileges, and conditions of membership.
Section 2: Voting Rights
All current members, as evidenced by current dues payment, shall have full rights to nominate and vote for nominated candidates for Association office.
Section 3: Dues
All members shall pay an annual fee as set by Council.
Article IV: Meetings
Section 1: Annual Meetings
The Annual Meeting of the members of the Association shall be held at such time and place as the Council may designate with not less than thirty (30) days written or electronic notice to each regular member. The Council may arrange other meetings in addition to the Annual Meeting.
Section 2: Special Meetings
The Council may call a special meeting of the members. Members may call for a special meeting by petition of at least 10% of the members. The purpose of the meeting shall be stated in the call, which shall be sent to all members at least three (3) days before the meeting.
Section 3: Quorum
At all member meetings, fifty (50) people at an in-person meeting shall constitute a quorum.
Section 4: Notice
Written notice must be given to all eligible members no fewer than thirty (30) days prior to a planned or special membership meeting. Notice will be given by mail. Notification by electronic means requires permission from the members in advance.
Section 5: Remote Participation
Meetings may be held by means of the Internet or other electronic communications technology in a fashion pursuant to which members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments. In the case of virtual or hybrid meetings, minimum participation for a valid vote would be 5% of all eligible members.
Section 6: Meeting by Electronic Means
All members of the Association shall have a single vote to cast in all matters. Member voting shall be conducted in a format and manner determined by the Council and as set forth in these Bylaws, including but not limited to mailed or electronic ballot, or by any other means authorized under applicable District of Columbia law. Unless otherwise specifically provided by these bylaws, a majority vote of those current members present and voting shall govern. Members unable to vote by electronic means shall have the option by request to vote by other appropriate means. Minimum participation for a valid electronic election is 5 percent of all members eligible to vote.
Section 7: Proxy Voting
Proxy voting is not allowed.
Section 8: Action Without a Meeting
Action may be taken by the membership without a meeting, by the same quorum and voting requirements as would apply if the action were taken at a meeting, by ballot in accordance with District of Columbia law.
Article V: Officers and Council
Section 1: Council
The Council consists of officers, six elected at-large members, one student and one international member elected by members of the Association. In addition, one member is elected from each regional division by members of the Association within that region.
Section 2: Council Terms and Term Limits
National and Regional Council members serve one three-year term with no consecutive term allowed. Student and International Councilors serve one two-year term. Former Council members must be off the Council for three years before being nominated to serve on the Council for another term.
Section 3: Resignation or Removal of Council Member
A Council member may resign at any time by delivering a signed notice in the form of a record to the President of the Council or to an officer of the Association. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective time.
The Council may vote to remove a member-elected Council member if the Council member:
- Has been declared of unsound mind by a final court order;
- Has been found by a two-thirds vote of the Council to have breached a duty as a Council member or to have violated the conduct standards established for Council members;
- Has missed more than one Council meeting in any twelve-month period without being excused; or
- No longer meets the qualifications for office set forth in the bylaws.
In instances where Council members are elected by some or all of the members, those members may vote to remove the council member with or without cause.
Section 4: Vacancy
The Council may appoint an individual to fill the unexpired term of the vacated Council position.
Section 5: Council Member Standards of Conduct
Council members must act in good faith and in a manner the Council member reasonably believes to be in the best interests of the AAG, consistent with the Council members’ fiduciary duties to the Association, and in accordance with the conduct policies adopted by the Association.
Section 6: Officers
The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, and Past President. The President and Vice President shall be elected at-large by the members. The Secretary and Treasurer shall be elected by Council from among its own members. The Executive Director shall serve as an ex officio, non-voting officer of the Council. All officers must act in accordance with the standards of conduct set by District of Columbia law and such rules and policies as are adopted by the Council.
The duties of the President, Vice President, and Treasurer shall be those normally pertaining to their posts. The Secretary shall serve as Secretary of the Council and of the Executive Committee.
The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and the most recent Past President, with the Executive Director as an ex officio member invited to participate in any meetings that do not relate to the Executive Director position. The Executive Committee may invite other members to participate in discussion of matters within their special competence. The Executive Committee shall meet when necessary to facilitate the operations of the Association between Council meetings and prepare policy statements for consideration by Council, and it may act in lieu of the Council between scheduled Council meetings on matters requiring more immediate action. The members of the Council shall be notified of any actions taken by the Executive Committee, and actions of the Executive Committee shall be subject to later approval by the Council.
Section 7: Resignation or Removal of an Officer
An officer may resign at any time by delivering a signed notice in the form of a record to the President of the Council or to another officer of the Association. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective time.
The Council may remove an officer elected by the members, by majority vote at a meeting of the Council at which a quorum is present, if the officer:
- Has been declared of unsound mind by a final court order;
- Has been found by a two-thirds vote of the Council to have breached a duty as a Council member or to have violated the conduct standards established for Council members;
- Has missed more than one meeting in any twelve-month period without being excused; or
- No longer meets the qualifications for office set forth in the bylaws.
The Council may remove an officer elected by the Council, with or without cause, by majority vote at a meeting of the Council at which a quorum is present. In instances where officers are elected by some or all of the members, those members may vote to remove the officer with or without cause in accordance with the standards for member votes.
Section 8: Vacancy
The Council may appoint an individual to fill the unexpired term of the vacated Officer position, except that the Vice President will automatically assume a vacancy in the President position.
Section 9: Council Authority
The Council may establish policies and procedures for eligibility for membership, election to the Council, and Committee appointment, for the conduct of members, volunteers, Committee members, officers, Council members, and participants in Association activities, and for disciplinary action, suspension, or revocation of membership, as well as removal of an officer, volunteer, Committee member, or Council member.
Article VI: Regional Divisions
The Association by vote of the Council may establish Regional Divisions in specific areas and may contribute toward the operation of these divisions.
Article VII: Committees
The Council of the Association shall from time-to-time designate standing or other committees, task forces, work groups, or other bodies to carry out the work of the organization. Committees made up exclusively of Council members may exercise Council authority as may be delegated by the Council; all other committees shall be advisory in nature. All Council committees shall operate in accordance with the same rules as for the Council, except where different rules are specified by or with the authorization of the Council. Each non-Council committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Council, and in the event that no rule is adopted, the rule applicable to the Council will apply.
Article VIII: Non-discrimination
The Association shall not discriminate in the execution of its purpose on grounds unrelated to professional competence or to Association values.
Article IX: Amendments
The Bylaws may be amended by a majority of the Members of the Association by mail or by valid electronic vote.
Article X: Indemnification
The Association shall indemnify Council members, officers, employees, or volunteers of the Association who are made or threatened to be made a party to any action, suit, proceeding or investigation relating to such person’s conduct as a Council member, officer, employee, or volunteer of the Association to the fullest extent permitted by law against expenses, including attorneys’ fees, judgments, penalties, fines, settlements and reasonable expenses, actually incurred by such Council member or person as a result of such action, suit, proceeding or investigation or threatened action, suit, proceeding or investigation, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of such Council member’s, officer’s, employee’s, or volunteer’s duty of loyalty to the Association, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for a transaction from which such Council members, officers, employees, or volunteers derived an improper personal benefit or against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Association, or against expenses in any such case where such Council member, officer, employee, or volunteer shall be adjudged liable to the Association.
Article XI: Executive Director and Staff
Section 1. Appointment
The Council shall employ a salaried staff head who shall have the title of Executive Director, or such equivalent title as the Council shall adopt, and whose terms and conditions of employment shall be specified by the Council.
Section 2. Authority and Responsibility
The Executive Director shall manage and direct the work and activities of the Association as prescribed by the Council and shall be responsible to and subject to the supervision and direction of the Council. The Executive Director shall employ and may terminate the employment of staff members necessary to carry on the work of the Association and establish their titles and fix their compensations in compliance with Council policy. The Executive Director shall define the duties of the staff and supervise their performance. The Executive Director shall be an ex officio, non-voting member of the Council and of all Council Committees.
Article XII: Registered Agent
The AAG Executive Director, as an officer of the corporation, shall serve as the registered agent for the association or may engage a professional registered agent company to serve as the registered agent.
Article XIII: Books and Records
The Secretary and Treasurer shall cause all books and records to be held at the headquarters office of the Association and/or on the electronic data storage system of the Association.