ARTICLE I- NAME
ARTICLE II- DURATION
ARTICLE III- PURPOSES
ARTICLE IV- MEMBERSHIP
ARTICLE V- FINANCE
ARTICLE VI- BOARD OF DIRECTORS
ARTICLE VII- OFFICERS
ARTICLE VIII- COMMITTEES OF THE ASSOCIATION
ARTICLE IX- MEETINGS AND QUORUM
ARTICLE X- PARLIAMENTARY AUTHORITY
ARTICLE XI- ADOPTION OF ARTICLES OF ASSOCIATION AND BYLAWS
ARTICLE XII- AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND BYLAWS
ARTICLE I – NAME
The name of the organization is CHARM Association.
ARTICLE II – DURATION
The period of duration of the organization is perpetual.
ARTICLE III — PURPOSES
The purposes of the Association are to:
- Stimulate interest in the history of marketing and marketing thought.
- Organize and promote conferences on historical research in marketing and marketing thought.
- Support research and other scholarly pursuits in the history of marketing and marketing thought.
- Provide members with ideas and information about activities of interest to marketing historians.
ARTICLE IV — MEMBERSHIP
Section A. Eligibility.
Membership shall be open to any person who supports the purpose of the Association and expresses a desire to join.
Section B. Members in Good Standing.
Membership in good standing shall be conferred upon payment of the Association’s dues.
Section C. Meetings.
A general meeting of the membership will be held during each Conference.
ARTICLE V — FINANCE
Section A. Fiscal Period.
The fiscal period of this Association shall extend from June 1 of the year preceding a Biennial Conference to May 31 of the year of the Biennial Conference.
Section B. Dues.
Dues as designated by the Board shall be paid by members of the Association.
Section C. Depositories and Disbursements.
All funds shall be deposited to the account of the Association and shall be disbursed by the Treasurer as authorized by the Board.
ARTICLE VI — BOARD OF DIRECTORS
Section A. Membership.
A Nominating Committee appointed by the Association President, in consultation with the Board, shall propose a slate of officers and other members of the Board of Directors to the membership biennially who will be elected and installed at the biennial conference.
Section B. Responsibilities.
The Board of Directors shall:
1) Develop and carry out the purpose of the Association.
2) Supervise the financial activities of the Association.
3) Approve committee appointments.
4) Fill vacancies of unexpired terms of the officers.
5) Authorize programs and program expenses.
6) Determine dues.
7) Approve amendments to the Bylaws.
8) Determine the time and place of the Members’ Meeting.
9) Carry on other business incidental to the Association’s purpose.
Section C. Composition.
1) The Board of Directors shall consist of the officers of the Association and other persons appointed by the Board or elected by Association Members, not to exceed a total of twenty-one members. Association Members shall elect a minimum of fifteen Board members. The remaining members may be appointed by the Board, elected by Association Members, or the positions may be left vacant at the Board’s discretion.
2) Any person nominated and elected, or appointed, to the Board of Directors shall be an Association member in good standing for at least one year prior to the term of membership.
Section D. Term of Membership and Removal of Board Members.
1) The term of membership of the elected members of the Board of Directors shall be ongoing, subject to 2) below. Newly elected board members shall assume their office immediately upon election. Board members may choose to resign via written notice to the President of the Association.
2) A member of the Board of Directors may be removed from the Board for not attending 2 regular Board meetings in succession, or by a two-thirds vote of those members of the Board of Directors (excluding the Board member whose removal is being sought) present and acting as one body during a regular or special meeting. In the latter case such removal shall only be for good cause. In the event of a vacancy resulting from such removal, or for any other reason, a replacement shall be nominated by the President and approved by a majority of the Board of Directors.
Section E. Nominations.
At least two months prior to the Members’ Meeting, the President, in consultation with the Board, shall select a nominating committee of no fewer than three Board members; the committee members shall determine the Chair. The committee shall be responsible for nominating officers and board members. The committee shall present at least one slate of nominees to the membership at the Members’ Meeting.
Section F. Meetings.
Members of the Board of Directors present at a biennial conference shall meet during that conference.
ARTICLE VII — OFFICERS
Section A. Officers.
Officers of the Association are President, Vice President, Secretary, and Treasurer. Any person elected or appointed to an Association office must be a member in good standing for at least one year prior to the beginning of the term of said office.
Section B. Responsibilities of Officers
1. The President shall:
a) Preside at all Board Meetings and Members’ Meetings.
b) Call special meetings of the Board in accordance with provisions of the Bylaws.
c) Appoint chairs of all committees except the nominating committee.
d) Serve as ex-officio member of all committees except the nominating committee.
2. The Vice President shall:
a) Preside at all meetings in the absence of the President.
b) Perform such other duties as required by the President or the Board.
3. The Secretary shall:
a) Keep the minutes of, and record attendance at, all Board Meetings and Members’ Meetings.
b) Have available a copy of the Association Bylaws and a list of its officers and committee chairs at all meetings.
c) Keep the records and papers of the Association.
d) See that notices of all meetings are given at the proper time.
e) Perform such other duties as required by the President or the Board.
4. The Treasurer shall:
a) Maintain the Association’s financial records.
b) Collect and assume responsibility for all funds received.
c) Disburse funds with the approval of, and in the manner designated by, the Board.
d) Present financial reports at regular Board meetings.
e) Prepare financial statements.
Section C. Election and Tenure
1. Nominations. Nominations shall be the responsibility of the Nominating Committee as set forth in Article VI, Section E.
2. Election and Rotation. Officers shall be elected biennially at the Members’ Meeting.
3. Tenure. All officers shall take office immediately following the biennial conference during which they were elected, and shall serve for a term of two years or until their successors are elected and assume office. Officers shall be eligible for reelection for a second term of office immediately following the first, but shall not then be eligible for reelection until two years have passed. The secretary and treasurer shall be eligible for reelection to an unlimited number of terms.
4. Vacancies. In case of any vacancy in office the remaining term of office shall be filled by an appointment by the Board.
ARTICLE VIII — COMMITTEES OF THE ASSOCIATION
Section A. Standing Committees
1. Committee Formation and Duties. Standing Committees shall be established by the Board to ensure the continuity of the Association. The Board shall determine the duties of Committees.
2. Committee Chairs. Chairs of Standing Committees shall be appointed by the President and serve a term of two years. Committee chairs may be reappointed.
Section B. Special Committees
Special Committees may be authorized by the Board to carry out programs or projects of the Association.
Section C. Executive Committee
The officers of the Association shall constitute an Executive Committee with the responsibility for carrying out the policies set forth by the Board of Directors.
ARTICLE IX – MEETINGS AND QUORUM
Section A. Regular Board Meetings
1. Meeting Schedule. Regular meetings of the Board shall be held at a time and place designated by the Board.
2. Notification. Notice of the biennial CHARM shall constitute notice of the biennial Board Meeting. Board members shall be notified in writing at least one month before any meeting outside of the meeting held during the biennial conference.
3. Quorum. Seven members of the Board shall constitute a quorum.
Section B. Special Board Meetings.
1. Meeting Schedule. Special meetings shall be held at a time and place designated by the President.
2. Purpose. Only business for which notice has been given shall be transacted.
3. Notification. Notice of the biennial CHARM shall constitute notice of the biennial Members’ Meeting.
4. Quorum. A majority of the Officers shall constitute a quorum.
Section C. Executive Committee Meetings
1. Meeting Schedule. Meetings of the Executive Committee shall be held at a time and place designated by the President.
2. Purpose. Only business for which notice has been given shall be transacted.
3. Notification. Board members shall be notified of the meeting and its purpose, at least one month before the meeting is held.
4. Quorum. Three members of the Executive Committee shall constitute a quorum.
Section D. Members’ Meeting.
1. Meeting Schedule. Members’ Meetings shall be held, at a time and place designated by the Board.
2. Purpose. The purpose of the Members’ Meetings is to elect officers and to conduct such other business as may properly arise.
3. Notification. Members shall be notified in writing at least one month before the Members’ Meeting is held.
4. Quorum. The quorum for Members’ Meetings shall consist of the members present.
ARTICLE X — PARLIAMENTARY AUTHORITY
The latest edition of Robert’s Rules of Order shall govern the proceedings at executive committee meetings, board of directors meetings and members’ meetings.
ARTICLE XI — ADOPTION OF ARTICLES OF ASSOCIATION AND BYLAWS
These Articles of Association and Bylaws shall be the governing document of the CHARM Association following approval by a two-thirds majority of all Association Members in good standing who vote by ballot at the Biennial Conference in 2001.
ARTICLE XII – AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND BYLAWS
Section A. Proposed Amendments
Amendments to these Bylaws may be proposed by a committee appointed for the purpose, or submitted to the Board by a member in good standing when the proposal is accompanied by a petition containing the signatures of not fewer than fifteen members of the Association in good standing.
Section B. Adoption of Amendments
Amendments of these Bylaws shall be adopted if approved by a majority vote of a quorum of Board members [see above for proposed definition of “quorum”]; provided that notice of the proposed amendments is submitted to all Board members in writing, at lease one month before said vote.