Constitution and By-Laws

CONSTITUTION

(Revised form adopted March 14, 1989)

Amendments proposed February 2017 (with further adjustments in March-April 2019, approved by the Board March 2021)

Article I. NAME

The name of the Society shall be the American Oriental Society.

Article II. PURPOSES

The purposes of the Society shall be:

Section 1. To promote studies of the civilizations and languages of Asia, Northern Africa, and the Pacific Islands, such studies being hereinafter referred to as “Oriental Studies.”

Section 2. To hear and discuss communications of scholarly interests and to promote in such other ways as maybe practicable the exchange of information within the field of Oriental studies.

Section 3. To publish at regular intervals a journal of Oriental studies and to publish occasionally memoirs, translations, and reference works in that field.

Section 4. To collect and maintain a library of Oriental studies for the use of members of the Society and other accredited scholars.

Article III. POWERS

The Society shall have the power to take all lawful action appropriate to the achievement of its purposes and conforming to the provisions of its constitution and By-Laws.

Article IV. MEMBERSHIP

Section 1.  Membership in the Society shall be open to any person interested in the fields of study it covers upon payment of one year’s dues.  The Society may elect honorary members, who will be exempt from payment of dues.

Section 2. Honorary members shall be nominated by the Board of Directors either directly or through a committee appointed for this purpose and shall be elected by a vote of no fewer than three fourths of the members present at an annual Business Meeting of the Society.

Section 3. All members shall have the right to attend the sessions of the Annual Meeting of the Society. All members have in addition the following rights:

(a) To vote on all questions submitted to the annual Business Meeting.

(b) To stand for office in the Society.

(c) To receive, except as noted under Article IV, Section 4, one copy of all issues of the Society’s Journal as they are published.

(d) To purchase from the Society back numbers of the Society’s Journal and other publications of the Society at a member’s discount so long as such publications are available in the Society’s stock.

(e) To use the books of the Society’s library, this use being subject to such regulations as may be imposed by the Librarian.

Section 4. Annual dues shall be payable as of January first of each year. A member who is two months in arrears shall not be entitled to receive the Society’s Journal. Any person one year in arrears shall be notified and, if payment is not received within sixty days after notification has been sent, his membership shall lapse. A person whose membership has lapsed may be reinstated upon payment of dues for the current year.

Article V. GENERAL AND SPECIAL ENDOWMENT FUNDS

There shall be a General Endowment Fund made up of all receipts from life membership and all gifts, grants, and bequests which have been or shall be specified for this purpose. Upon the approval of the Board of Directors, Special Endowment Funds may be established and income therefrom employed for purposes designated by the donors, provided only that such special purposes fall within the general purposes of the Society as set forth in Article II. The capital of the General Endowment Fund and of all Special Endowment Funds may not be spent.

Article VI. GOVERNMENT AND OFFICES

Section 1. The ultimate authority of the Society shall be vested in its members as defined by the By-Laws and shall be exercised by their vote in a mail or e-mail ballot sent to all members in good standing in advance of the Annual Meeting. A simple majority of votes shall be decisive except as provided by Article IV, Section 2, and by Article X. The membership of the Society shall elect the officers of the Society, the Chairs of the Sectional Committees, and the Directors at Large. For each elective office there shall be a minimum of one candidate, except for the offices of Sectional Committee Chairs and Directors-at-Large, for which there shall be a choice of at least two candidates. Through the same ballot the members may amend the Constitution and By-Laws and they may impose general directions and limitations on the Board of Directors. The results of the ballot shall be announced at the annual Business Meeting.

Section 2. The officers of the Society shall consist of a President and a Vice-President, each elected for a term of one year; a Secretary, a Treasurer, and a Librarian, elected for terms of three years; an Editor and five Associate Editors, known as the Editorial Board, elected for terms of five years. The President shall not be eligible for immediate re-election either as President or Vice-President. An Associate Editor may also serve as general Editor of the Journal. The Secretary and the Treasurer shall be ex officio members of the Editorial Board.

Section 3. There shall be a Board of Directors consisting of the President, the immediate past President, the Vice-President, the Secretary, the Treasurer, the Editor, the Chairs of the Sectional Committees, the Directors-at-Large, and the Presidents of the Branches of the Society.

Section 4. There shall be Sectional Committees, their names and duties to be defined in the By-laws. Each Sectional Committee shall consist of an elected Chair and an Associate Chair whom the Chair shall appoint after securing the approval of the Board of Directors. The terms of the Sectional Chairs and Associate Chairs shall run for three years.

Section 5. There shall be three Directors-at-Large, of whom one shall be elected each year for a term of three years and shall not be eligible for immediate re-election.

Section 6. Powers of the Board of Directors. In addition to the powers provided for the Board of Directors elsewhere in this constitution and subject to such directions and limitations as may be imposed by the members, the Board shall have power to take any action that the Society itself could take. The Board shall approve an annual budget, which may be revised by the Board during the fiscal year. It shall appoint the delegates of the Society and all members of committees whose election is not otherwise provided for in the Constitution and By-laws. It may appoint such new committees and delegates as are necessary and may grant them such authority as is required to further the purposes of the Society.

Section 7. Meetings of the Board of Directors. The Board of Directors shall meet within the seven-day period immediately preceding the annual Business Meeting of the Society, and may hold such other meetings as it deems necessary. Each member of the Board who expects to be unable to attend a scheduled meeting shall appoint by letter another member of the Society who is not a member of the Board to attend and act as his proxy. In meetings of the Board of Directors a majority of the Board, among whom shall be counted all duly appointed proxies, shall constitute a quorum. The President or Secretary may on his own initiative, and shall at the request of any member of the Board, ask the Board to vote upon specific questions by mail. If the majority of the board shall vote by mail for or against any measure thus submitted, that vote shall be decisive, provided that any member of the Board may demand that a proposal be discussed at a meeting of the Board before final decision, in which case a mail vote shall be invalid.

Section 8. Meetings of the Editorial Board. The Editorial Board shall meet once each year in conjunction with the Annual Meeting to discuss the matters outlined in the “Editorial Guidelines for the JAOS.”

Article VII. REPORTS

At the Annual Business Meeting the Secretary shall submit a report covering the functions of his office and the actions of the Board of Directors since the previous meeting. The Treasurer shall present a duly audited report covering all financial transactions of the past fiscal year, itemizing the property owned by the Society, and showing where and how its funds are invested. The Editor shall report on the publications of the Society during the preceding year. These and such other reports as may be useful to the Society shall be filed with the records of the Society and entered either in full or in abstract in the minutes of the Annual Meeting.

Article VIII. MEETINGS

The Annual Meeting of the Society shall be held between 15 March and 30 April, the precise time and place to be determined by the Board of Directors.

Article IX. BRANCHES OF THE SOCIETY

To provide for meetings of groups of members living at too great a distance to attend the Annual Meeting of the Society, Branches may be organized with the approval of the Society. The details of organization are to be left to those forming a Branch thus authorized, subject to formal ratification by the Society.

Article X. AMENDMENTS

This Constitution may be amended, on a recommendation of the Board of Directors or on a recommendation signed by the twelve members of the Society in good standing, by a vote of three fourths of the members present at an annual Business Meeting, or by a vote of three fourths of the members voting in a ballot communicated by postal or electronic mail, provided that notice of any proposed amendment shall have been sent to the members of the Society at least three weeks prior to the vote and provided further that no amendment may be passed which would transfer or distribute the property of the Society or any part thereof to any of its members.

BY-LAWS

CLASSES OF MEMBERSHIP

  1. The membership of the Society shall be divided into the following classes:

(a) Life members — Persons who contribute to the Society at any single time twenty or more times the current highest category of annual dues;

(b) Regular members — Persons who pay the annual dues set by the Board of Directors, according to the categories specified on the membership form (including joint membership);

(c) Student members — Persons who present evidence that they are students regularly enrolled in an institution of higher learning, and who accordingly pay lower annual dues (limited to a period of five consecutive years);

(d) Honorary members — Persons elected to that position as provided for in the Constitution;

(e) Retired members.

FINANCE

  1. The fiscal year of the Society shall correspond with the calendar year.

III. Receipts from dues, income from investments not designated for specific purposes, interest on bank accounts, and all other receipts not designated for specific purposes shall be placed in a General Account available for appropriations to the annual budget. Income from the sale of publications shall be used for producing publications.

  1. At each Annual Meeting the Board of Directors shall appoint either two members of the Society and an alternate, or shall appoint a professional auditor, to examine the accounts of the Treasurer and of the Committee on Investments. The auditors or auditor shall perform the duty as soon as possible after January first and shall report to the Board of Directors before the next Annual Meeting of the Society.

DUTIES OF OFFICERS

  1. The President shall be the presiding officer of the Society and shall act as Chairman of the Board of Directors.
  2. The Vice-President shall assume the duties of the President in the event of the President’s absence or incapacity.

VII. The Secretary shall have charge of the records and general correspondence of the Society. The Secretary shall keep the membership lists, shall collect dues, and shall turn all monies collected over to the Treasurer. The Secretary shall assist the Treasurer in preparing the annual budget and shall perform such other duties as are specified in the Constitution and By-laws or are assigned by the Board of Directors.

VIII. The Treasurer shall be custodian of all funds of the Society, shall act as Chairman of the Committee on Investments, and shall act as business manager of the Journal and all other publications of the Society. The Treasurer shall be responsible for the preparation of the annual budget and, upon approval of the budget, shall pay out funds within its limitations for the purposes specified therein.

  1. The Editor shall have charge of the Journal and all other scholarly publications of the Society, and shall supervise their publication within the limitation of the funds certified by the Treasurer as available for that purpose.
  2. The Associate Editors shall assist the Editor in dealing with fields of Oriental studies in which the Editor is not a specialist, and they shall follow the duties and procedures described in the “Editorial Guidelines for the JAOS.” The Editor shall consult the Associate Editors in matters falling within their respective competencies, but in all cases of disagreement the Editor’s decision shall be final.
  3. The Librarian shall have charge of the Society’s collection of books and journals that are housed with the Library of Yale University. The Librarian shall regulate their use, within the limits set by the Library of Yale University, with a view to rendering them as easily available as may be compatible with minimizing their wear and loss.

DUTIES OF THE SECTIONAL CHAIRS AND ASSOCIATE CHAIRS

XII. There shall be five Sections: Ancient Near East, Islam, South Asia, Inner Asia, and East Asia. The Sectional Chairs and Associate Chairs shall each be responsible for organizing sessions within their fields at the time of the Annual Meeting and, if so charged by the Board of Directors, shall take over other duties of a Program Committee within the limits of their field.

XIII. The Sectional Chairs shall convene during the Annual Meeting to discuss plans for activities at future meetings. The results of these meetings shall be presented in turn at open sessions for all members of the different Sections of the Society, at which time members may make further suggestions concerning the sectional activities at forthcoming meetings.

THE COMMITTEE ON INVESTMENTS

XIV. There shall be a Committee on Investments, consisting of the Treasurer and two other members of the Society appointed by the Board of Directors for terms of six years. The Committee on Investments shall select appropriate investments for new funds of the Society and at least twice a year shall review the position of funds already invested with a view to maintaining a proper balance of security, yield, and growth.

THE NOMINATING COMMITTEE

  1. There shall be a Nominating Committee of five members, appointed by the Board. As the terms of members of the Nominating Committee expire, new members shall be appointed to fill their places with terms of two years. The Chair of the Committee shall be appointed by the Board of Directors from among those members who have already served one year of their terms. The members of the Committee shall be ineligible for immediate reappointment.

XVI. The Nominating Committee shall solicit from the membership at large nominations for all elective offices in the Society. A list of such vacant positions will be circulated by the Secretary with the Annual Dues Notice indicating a deadline for the submission of nominations to the Chair of the Nominating Committee. The Chair of the Nominating Committee, in turn, shall submit to the Secretary, no later than 1 December, a slate of nominations for the ballot (specified in Article VI, Section 1 of the Constitution). This ballot will be distributed to the membership of the Society by 1 February of the following year. In formulating the slate of candidates the Nominating Committee shall, where appropriate, consult with the officers of the Society and the members of its Board of Directors. The nominee for President shall normally be the Vice-President of the preceding year, and the Nominating Committee shall take care that no major field of Oriental studies be without representation, but its effort should be to select good officers rather than to achieve a perfect distribution of officers by field.

PAPERS AND MANUSCRIPTS

XVII. Every member shall have the right to offer papers for the programs of the Meeting of the Society. The papers to be read at any Meeting, however, shall be selected by a Program Committee appointed by the Board of Directors, unless the Board chooses to charge the Sectional Chairs and Associate Chairs with this task.

FINANCIAL SUPPORT OF THE BRANCHES OF THE SOCIETY

XVIII. Within the provisions of the budget, the Treasurer of the Society shall forward to the Treasurer of each Branch funds sufficient to defray the expenses of the Branch. The accounts of the Treasurer of each Branch shall be audited annually, and a statement of the audit shall be included in the annual report of the Treasurer of the Society.

RULES OF PROCEDURE

XIX. Procedure at all meetings of the Society, its Branches, and its committees shall be governed by the latest edition of Robert’s Rules of Order unless specified in the Constitution or By-Laws.

AMENDMENTS

  1. These By-Laws may be amended by vote of the majority of members present at any annual Business Meeting, or by a vote of three fourths of the members voting in a ballot communicated by postal or electronic mail.