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Articles of Association


ARTICLE I

Name and Objectives

1. The name of this non-profit association, formed for the purpose of effecting cooperation among persons interested in the history of geographical exploration and discoveries, is THE SOCIETY FOR THE HISTORY OF DISCOVERIES.

2. THE SOCIETY FOR THE HISTORY OF DISCOVERIES is a scholarly organization created to provide a means for effective cooperation among individuals interested in the history of geographical exploration and discovery; to stimulate and encourage interest in, and to publish the results of research in this field; to cooperate with cultural, scientific, and educational organizations and institutions, nationally and internationally, having mutual interests in the exchange, publication, and presentation of information and ideas resulting from research in the history of geographical exploration and discovery.

ARTICLE II

Office and Duration

1. The office of the Society shall be the business address of the Executive Secretary or at such place as the Council may from time to time determine.

2. The duration of the Society shall be perpetual.

ARTICLE III

Membership, Dues, and Voting


1. Membership in the Society shall be open to all persons interested in the history of geographical exploration and discovery or who wish to support the objectives of the Society. Application for membership shall be communicated to the Treasurer of the Society in a manner provided for by the Council

2. A member shall be enrolled upon receipt of the first payment of dues. All members in good standing may vote, hold office, and participate in all of the activities of the Society.

3. The schedule of membership dues shall be determined by the Council and submitted for approval by a majority vote of the members present at the annual business meeting of the Society.

4. Dues shall be payable on the first of January. Any member falling to pay his or her dues within six months after they become due may be suspended from membership. Formal resignation from membership may be presented to the Treasurer of the Society.

ARTICLE IV

Meetings


1. Meetings of the Society shall be held at least once annually at such time and place as the Council shall determine. These meetings shall be held for the following principal purposes:

a. To provide programs of an informational or educational nature to which guests may be invited. The annual meeting shall be planned by and is the responsibility of the Planning and Local Arrangements committees appointed by the President. The Vice President is chairman of the Program Committee. The place of the annual meeting shall be determined by a majority vote of the members in attendance at the annual meeting at least one year previous. The annual meeting normally will extend through two days.

b. To provide for the annual business meeting of the Society at which time members in good standing shall transact such business as may properly be brought before the meeting, including the installation of officers and members of Council. The President of the Society shall be chairman of the annual meeting.

2. The Council may arrange other meetings in addition to the annual meeting. Announcement of the time and place of these meetings shall be mailed to members at least thirty (30) days in advance.

3. A summary of the transactions or proceedings of the meeting shall be prepared by the Executive-Secretary and shall be published and distributed to all members within ninety (90) days.

4. At meetings of the Society, each member present shall be entitled to one vote. Voting eligibility shall be established upon personal recognizance as a member. The right to vote cannot be delegated by proxy.

5. The members present at the business session of the annual meeting or present at a special meeting shall constitute a quorum for the purpose of conducting business, and a majority vote of the members present is necessary and sufficient to constitute a valid action unless otherwise provided herein or by law.

ARTICLE V

Government


1. The government, management, policies, business, and procedures of the Society, except as otherwise provided in these Articles of Association, shall be vested in a Council of ten (10) members.

2. The Council shall be composed of the four (4) officers and six (6) members-at-large elected by the Society. The Editor of the Society's journal Terrae lncognitae shall be appointed by the Council for a three-year term which may be renewed; the Editor shall be an ex officio member of the Council without vote. The Web Content Manager shall be appointed by the Council with an indefinite term of service; the Web Content Manager shall be an ex officio member of the Council without vote. If a vacancy shall occur in the Council or in any of the offices except the presidency, it may be filled by the Council and the person designated shall hold the position for the unexpired term of the person vacating it. All members of the Council and the Editor, Associate Editor, and members of the Editorial Board of Terrae Incognitae must be members in good standing at the time of their election and during their tenure.

3. The Council of the Society shall have the control and management of its affairs, policies, and business. The Council may exercise all of the powers of the Society and undertake all lawful actions which are not reserved by these Articles of Association to the membership at large; it shall appoint the Editor of Terrae lncognitae and, optionally, an Associate Editor, for a three-year term which may be renewed; and it shall appoint the Web Content Manager for an indefinite term of service.

a. Members of the Society shall annually elect by ballot three members-at-large of the Council by a majority of the members voting. Each such member-at-large of the Council shall hold office for two years or until his or her successor is elected and qualified. Members-at-large will be officially installed at the annual meeting following their election. Ballots for members-at-large of the Council will be sent out by the Executive Secretary with the ballots of the officers.

b. Members-at-large shall not be eligible for re-election to the Council until one year has elapsed since they last served a full two-year term.

c. Meetings of the Council shall be held at the annual meeting and at such other time and place as designated by the President of the Society. At the discretion of the President, members of the Council may be polled by correspondence, telephone or email.

d. Five members of the Council at a meeting duly assembled or contacted by correspondence, telephone, or e-mail shall be necessary to constitute a quorum for the transaction of business and the act of the majority of those present at any such meeting at which a quorum is represented shall be the act of the Council, except as may be otherwise specifically provided by law or by the Articles of Association.

4. An up-to-date copy of the Articles of Association shall be posted on the Society’s web site, www.sochistdisc.org.

5. Council shall be responsible for the overall funding and maintenance of the Society's web site, www.sochistdisc.org. Council will appoint the Web Content Manager for a three-year term which may be renewed. The Web Content Manager must be a member in good standing, and will serve as an ex-officio member of Council.

ARTICLE VI

Officers


1. The officers of the Society shall be President, Vice President/President Elect, Executive Secretary, and Treasurer. All officers shall be elected by a mail ballot distributed to the entire membership. The President, the Vice President/ President Elect, the Treasurer and the members at large of the Council shall be elected for two years or until their successors are elected. The Executive Secretary shall be elected for a three-year term. All officers shall be members in good standing in the Society. The installation of all officers shall take place at the Society’s annual meeting.

2. The President shall be the elected leader of the Society. The President shall:

a. preside at all meetings of the members and of Council.

b. carry all orders and resolutions of the Council into effect.

c. execute all documents requiring the official certification of the Society except where the signing and execution thereof shall be expressly delegated to the Council, to some other officer, or to an agent of the Society.

d. present, with the aid of the Executive Secretary, an annual report to the membership.

e. select the membership of all ad hoc committees needed to conduct the Society’s business.

f. not be eligible for re-election until three (3) years have elapsed since he or she last served a full two-year term as President.

3. The Vice President/President Elect, in the absence of the President, shall preside at meetings of the members and of Council. The Vice President/President Elect shall:

a. in the case of the death, resignation or disability of the President, the last to be determined by a majority vote of the Council, succeed to the Presidency to complete the un-expired term.

b. serve as Program Chair of the Annual Meeting, and perform such other duties as assigned by the President or the Council.

c. after the two-year term of Vice President/President Elect is completed, assume the duties and title of the President for a period of two years.

4. The Executive Secretary may be re-elected to serve an unlimited number of successive three-year terms. In the case of death, resignation, or inability of the Executive Secretary, the Council shall appoint a qualified member to assume the full duties of the Executive Secretary for the un-expired term of office. The Executive Secretary shall:

a. exercise general and active management of the Society.

b. give or cause to be given not less than sixty (60) days notice of the annual meetings of the Society and not less than thirty (30) days notice of all special meetings of the Council. A copy of the preliminary program shall accompany notices of the annual meeting.

c. record the proceedings of the meetings of the Society and the Council.

d. receive and maintain the records of the Society and carry on such correspondence and perform such other duties as pertain to the office.

e. maintain close contact with the Web Content Manager as regards to information to be posted on www.sochistdisc.org.

f. edit and distribute to the membership the Society’s annual newsletter, Terra Cognita.

g. ensure that the Society’s By-Laws are kept current and properly distributed to the membership.

h. retire old files periodically to the Society’s archives.

i. deliver to the newly elected Secretary all books, papers and records of the Society in his or her custody within one month after the expiration of his or her term.

5. The Treasurer may be re-elected to serve an unlimited number of successive two-year terms. In the case of the death, resignation, or inability of the Treasurer, the Council shall appoint a qualified member to assume the full duties for the un-expired term of office. The Treasurer shall:

a. present a written report reflecting the financial affairs of the Society at the annual meeting.

b. collect, receive, have custody of, and as directed by the Council, be authorized to disburse the Society’s funds.

c. keep full and accurate accounts of receipts and disbursements in records belonging to the Society.

d. deposit all moneys and other valuable effects in the name and to the credit of the Society in such repositories as he or she may designate with the approval of the Council.

e. provide funds to all officers in pursuance of their duties.

f. process applications for membership, and maintain the master membership database. The Treasurer shall cause a membership list to be produced and distributed annually to the membership.

g. maintain close contact with the Web Content Manager and the Executive Secretary, supplying both with up-to-date e-mail addresses of the Society’s members.

h. assist the Council in its annual auditing of the Society’s financial report.

i. deliver to the newly elected or appointed Treasurer all money and vouchers in his or her custody within one month after expiration of his or her term.

6. The Editor shall be appointed by and serve at the pleasure of the Council, and be responsible for the publication of Terrae Incognitae, the official journal of the Society. The Editor shall:

a. recommend editorial policies to the Council and be assisted by an Editorial Board consisting of at least five (5) and not more than twelve (12) members appointed by the Council for terms of three years. The Editor shall recommend editorial policies to the Editorial Board and shall execute the policies of that Board. The Council shall fill vacancies that might occur on the Editorial Board.

b. name, with the Council’s approval, an Assistant/Associate Editor.

c. maintain accounts related to the publication of Terrae Incognitae and report all receipts, disbursements, account balances, and other related records as determined by the Treasurer.

d. serve as an ex-officio member of the Council.

7. The Web Content Manager shall be appointed by and serve at the pleasure of the Council. The term of service shall be indefinite. The Web Content Manager shall:

a. be the sole conduit of SHD web site updates to the web master of www.sochistdisc.org. All information posted on the Society’s web site shall be the responsibility of the Web Content Manager.

b. serve as an ex-officio member of Council.

ARTICLE VII

Records

1. The correspondence and other records of the Society and its committees shall be preserved by the Officers and the chairmen of committees and shall be promptly transferred by them to the Executive Secretary when their terms expire. Records that have ceased to be of use in conducting the affairs of the Society may, by direction of the Council, be turned over for preservation to a depository selected by it, and copies of any records so deposited shall be available for examination by members of the Society on request. If copies are requested by any member, they shall be provided at the prevailing institutional fee.

ARTICLE VIII

Committees


1. The Standing Committees of the Society shall be the Nominating Committee, the Audit Committee, the Program Committee, the Local Arrangements Committee, and the Honors Committee. Committee members shall be appointed by the President for terms of one year and, except for the Nominating Committee, may be appointed for successive terms. Other committees may be created and terminated by the President with the advice and approval of the Council.

2. The Nominating Committee shall be composed of the three retiring members of the Council and one member of the Society to be appointed by the President, the appointed member to serve as chairman. The Committee shall consult the membership for suggestions, shall make nominations for officers and members-at-large of the Council, and shall promulgate its report not later than three (3) months following the annual meeting. There shall be at least two (2) candidates for each vacant office except that the Vice President may be nominated as President-elect. Nominations from the members will be accepted by the Nominating Committee provided each such nomination is seconded by at least six (6) members, that the individual so nominated agrees to serve if elected, and that such nominations are received by the Nominating Committee not later than two (2) months following the annual meeting. Ballots shall be mailed out by the Executive Secretary at least eight (8) weeks before the annual meeting, with the stipulation that all ballots must be in the hands of the Executive Secretary at least four (4) weeks prior to the annual meeting. The results will be announced on or before the annual meeting. Newly elected officers and Council members-at-large shall be notified of their election at least two weeks before the annual meeting and shall assume their duties immediately following their installation at the close of the annual meeting.

3. The Honors Committee shall be composed of three members appointed annually by the President. The President shall select the chairman. The Honors Committee will have the responsibility of recommending to Council annually the names of those members of the Society whose outstanding careers deserve being named "Fellow of the Society for the History of Discoveries." Such honors will be presented at the annual meeting and will be accompanied by formal citations prepared by members of the Society.

ARTICLE IX

Dissolution


1. In the event of the dissolution of the Society, its property, funds, and other assets shall be distributed to whatever organization or organizations operated exclusively for charitable, educational, and/or scientific purposes as shall at the time qualify as an exempt organization under the Internal Revenue Code as the Council shall determine. No part of the assets of the Society upon dissolution shall inure to the benefit of or be distributed to any individual.

ARTICLE X

Amendments


1. Amendments to these Articles of Association may be proposed in writing by the Council or at least eight (8) members and filed with the Executive Secretary who shall immediately transmit them to the Council for review and action. Upon an affirmative vote of two-thirds (2/3) of the Council, the proposed amendments shall be submitted to the members at the next annual meeting. A two-thirds (2/3) majority of those voting at the annual meeting shall be required for adoption. Amendments so adopted shall take force immediately.

ARTICLE XI

Publications

1. The Society shall publish a journal to be known as Terrae lncognitae and such other publications as the Council may designate. Members In good standing shall receive the journal. Subscriptions shall be accepted at such rates as the Council may direct.

2. The Society shall establish and maintain a website (www.sochistdisc.org). The President shall appoint a single individual to coordinate all activities related to the website and to centralize communications with the webmaster.

ARTICLE XII

Rules


Roberts Rules of Order shall govern the proceedings of the Society, except as otherwise provided for in these Articles of Association or by law

Adopted September 9, 2001 at the Society's Business Meeting at Denver, Colorado. The addition to Article VIII, paragraph 1, and the new paragraph for Article VIII were adopted at the Society's Council Meeting on September 25, 2002 in Guadalajara, Mexico. The revision of Article VI (above) was adopted at the Society’s Business Meeting on October 8, 2005, in Newport News, Virginia
.

Verified January 30, 2010
Katherine R. Goodwin
Executive Secretary


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