Article 1
Definitions
1.01 Definitions. In this By-law and all other By-laws of the Association, unless the context otherwise requires;
“Act” means the Quebec Companies Act that may hereafter be substituted therefore, as from time to time amended.
“Association” means the corporation without share capital incorporated under the Quebec Companies Act by letters patent dated August 165th 2018 and named Association of Critical Heritage Studies.
“Chapter” means national or regional Chapters and thematic Networks of the Association Members with common interests and established as such within the Association.
“Executive Committee” means the Committee of the Officers of the Association.
“General Meeting” or “General Meeting of Members” means a meeting held biennially, open to all members.
“Letters Patent” means the letters patent incorporating the Association as from time to time amended and supplemented by supplementary letters patent.
“Meeting of Members” includes the biennial General Meeting or a Special Meeting of Members.
“Members” include all individuals who are interested in furthering the objectives of the Association and who pay the biennial Membership Dues.
“Membership Dues” means the payment required from all Members when they register and in January of every odd year, whichever comes first, starting January 1st 2019.
“Officers” means the Executive Members of the Association: President, Vice Presidents, Founding Chairperson, Treasurer, Secretary, and Executive Members of its Conference Committee, of its Communications Committee, of its Membership Committee and of its Chapters Committee.
Words incorporating the singular number include the plural and vice versa; and words incorporating persons include individuals, corporations, partnership, trusts, and unincorporated organizations.
Article 2
Name
2.01 Name. The name of the organization shall be Association of Critical Heritage Studies, herein referred to as the Association.
Article 3
Mission and Objectives
3.01 Mission and Objectives. The primary aim of the Association of Critical Heritage Studies is to promote heritage as an area of critical and/or analytical enquiry. In doing so, it gathers and represents an international network of academics, researchers, practitioners and policy-makers working in the broad and interdisciplinary field of heritage studies.
3.02 Activities. The main activities of the Association take three forms:
a) The Association holds a biennial conference (though variations are permitted due to climate and other extenuating factors specific to the host institution). The timing of this conference may change following the agreement of the majority of the Officers.
This biennial conference is organized under the supervision or with the collaboration of the Conference Committee.
b) The Association maintains an active web presence that includes: the Association’s website, semi-regular newsletters sent to all members and published on the Association’s website, social media accounts (e.g. Twitter, Facebook).
This web presence is managed by the Communications Committee.
c) The Association encourages the exchange of information, gathering and discussion pertaining to heritage studies through Chapters.
These Chapters are under the supervision of the Chapters Committee.
Article 4
Situation of Office
4.01 Head Office. Until changed in according with the Act, the head office of the Association shall be in the city of Montreal, in the province of Quebec, Canada.
Article 5
Executive Committee
5.01 General Duties. The Executive Committee aims to advertise and promote the aims of Association, and to develop and engage in activities to promote research, debate and networking for Members. The Executive Committee shall also provide advice and general oversight to ensure the continuation of the biennial conference program, also serving as part of the Scientific Committee for that conference.
In general, the affairs of the Association shall be managed by the Executive Committee.
5.02 Number of Officers. The Executive Committee shall consist of the elected Officers and the Founding Chair. The total number of Officers is to be no more than seventeenth (17).
5.03 Qualifications. No person shall be qualified as Officer unless he/she is twenty-one (21) years of age. All Officers must be Full international members of the ACHS in good terms.
It is expected that Officers appointed as President, Vice Presidents, Secretary or Treasurer have previously served one term on the Executive Committee.
5.04 Election and Term. Except for the Founding Chairperson, the Officers shall be elected at the General Meeting by the Members and serve terms of two years or until their successors are elected. The elected Officers may serve four consecutive terms, except for the President, and Vice Presidents, who are limited to two consecutive terms in such positions. If, after completing four consecutive terms on the Executive Committee, a person wishes to continue to serve as an Officer, he or she will be deemed eligible for re-election after taking a one-term absence. The terms of office of all Officers elected at any Biennial Meeting shall commence at the conclusion of such Biennial Meeting.
No more than two thirds of the Officers should be changed at an election, thus allowing a continuity in the Executive Committee’s affairs. Hence the Executive Committee may choose to adopt an exception to the four-consecutive-term limit stated above to allow such continuity, by a two-third vote of all of the Officers.
5.05 Vacancies. If a vacancy occurs on the Executive Committee between General Meetings, the President and Vice Presidents, in consultation with the Executive Committee, may choose to co-opt temporary additional Officers in order to fill the vacancy until the next General Meeting.
5.06. Removal of Officers. The Executive Committee, by an affirmative vote of the two-thirds of Officers, may remove any Officer, with or without cause, at any time.
5.07 Meetings. Meetings of the Executive Committee shall be held at such times and such places or manners as the Officers shall determine, and in no case less than twice per calendar year. A meeting shall be held during the Biennial Conference.
5.08 Notice of Meetings. Notice of meetings shall be given no less than seven (7) days before such meetings.
5.09 Presiding Officer. The President, or in her / his absence, a Vice President, or in her / his absence the Secretary, or in her / his absence, the Treasurer, shall preside over the meetings of the Executive Committee.
5.10 Quorum. At any meeting of the Executive Committee, four (4) members present shall constitute a quorum.
5.11 Votes to Govern. At all meetings of the Executive Committee, every question shall be decided by a majority of the votes cast on the question; and in case of an equality of votes, the presiding Officer of the meeting shall be entitled to a second or casting vote.
5.12 Rules and Regulations. The Executive Committee may adopt rules and regulations not inconsistent with these By-laws for the administration and conduct the affairs of the Association and may alter, amend, or repeal such rules or regulations adopted by it.
5.13 Biennial Report. The Executive Committee shall have a biennial report prepared on the activities of the Association for submission to the Members of the Association. A summary of the financial status of the Association shall be included in the Biennial Report, with a notice that a full financial report is available at the principal office of the Association.
5.14 Interest of Officers in Contracts. No Officer shall be disqualified by her / his office from contracting with the Association, nor shall any contract or arrangement entered in or by or on behalf of the Association with any Officer or in which any Officer is in any way interested be liable to be avoided nor subject to the provision of the Act; nor any Officer so contracting, or being so interested, be liable to account to the Association or any of its members for any profit realized by any such contract or arrangement be reason of such Officer holding in that office or the fiduciary relationship thereby established.
5.15 Declaration of Interest. It shall be the duty of every Officer of the Association who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Association to declare such interest to the extent, in the matter and at the time required by the Act, to refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement.
5.16 Remuneration. No Officer shall receive compensation, either directly or indirectly, for acting as such. When possible, Officers shall pay their travelling and other out-of-pocket expenses properly incurred by them in attending meetings or the Executive Committee or Meetings of Members or other business of the Association authorized by the Executive Committee.
5.17 Committees. The Executive Committee includes four sub-committees for purposes such as Communication, Chapters, Membership, and Conference. Each committee is comprised of one of the Vice Presidents and three to five additional members appointed from the other Executive Members. Any such committee may formulate its own rules and procedures, subject to such regulations or directions as the Executive Committee may make from time to time. The Executive Committee may create any other sub-committee such as an Awards Committee, or a Nominating Committee, as needed to conduct the affairs of the Association and further its development.
Article 6
Honorary Officers
6.01 Honorary Officers. Honorary Officers may be elected by the Executive Committee at any time and shall hold such a position at the pleasure of the Executive Committee. Honorary Officers may attend meetings of the Executive Committee at its discretion, but shall have no duties, liabilities, or responsibilities of any kind except to act in a consultative manner.
6.02 Past Presidents. All former elected Presidents of the Association who have served their full term(s) as elected Presidents can be designated as Past Presidents. In order to ensure continuity, for at least one term, they are expected to serve under that title and to attend meetings of the Executive Committee at its discretion, but shall have no duties, liabilities, or responsibilities of any kind except to act in a consultative manner.
Unless determined otherwise by a two-third vote of all the Officers, Past Presidents who comply with the Declaration of Interest defined in these By-Laws and who regularly participate in the Association’s activities, namely its Biennial Conference, may bear that title for as long as they see appropriate and in line with the Mission and Objectives of the Association.
Article 7
Officers
7.01 General Duties. The Officers shall exercise the powers of the Executive Committee in managing the affairs of the Association in the intervals between the meetings of the Executive Committee. The Executive Committee may delegate any of its powers and authority to the Officers.
7.02 Elected Officers. The Elected Officers of the Association shall consist of a President, four Vice Presidents, a Secretary, a Treasurer, and up to nine (9) other Executive Members, all of whom shall be elected at the Biennial Meeting of the Association. In addition, when needed for temporary replacement of an Elected Officer or for any duty to be performed by such an Executive Committee Member, the Executive Committee may appoint one (1) Acting Executive Committee Member for any period, as required by the temporary replacement or the duty, up to the duration of the term of office.
In the event of the absence, disability, resignation, removal of office or death of such other Executive Members, the President, in consultation with the Executive Committee, may appoint replacement Executive Members for the duration of the term of office.
7.03 Founding Chairperson. In order to ensure continuity, the first President or Chair of the Association, or in absence, one of its Past Presidents appointed by the Executive Committee, may bear the title of Founding Chairwoman, Founding Chairman or Founding Chairperson and act in this function during a two-year term, with no limits of consecutive terms. The Founding Chairperson is expected to provide guidance and input on matters of continuity, mission and objectives of the Association.
7.04 President. The President shall be the Chief Executive Officer and shall have general supervision over all affairs of the Association. The President shall be the Chairperson of the Executive Committee and shall be an ex officio member of all committees, and shall preside at all meetings of the Executive Committee and the General Members.
In the event of the absence, disability, resignation, removal or death of the President, the Executive Committee shall appoint an acting President for the remaining duration of the term of office.
Having served one full term of two (2) years, the President may be re-elected in that position for one more term only.
The President and Vice Presidents should not all be located in the same country.
7.05 Vice Presidents. The Vice Presidents shall assume such duties as may be delegated by the President. The duties of the Vice Presidents shall be as follows:
a) Vice President Conferences and Events: Coordinator of the Conferences and Events Committee of the Association,
b) Vice President Communications: Coordinator of the Communications Committee of the Association,
c) Vice President Chapters: Coordinator of the Chapters Committee of the Association.
d) Vice President Membership: Coordinator of the Membership Committee of the Association.
In the event of the absence, disability, resignation, removal of office or death of a Vice President, the relating Conferences, Communications, Chapters or Membership Committee, in consultation with the Executive Committee, shall appoint an acting Vice President for the duration of the term of office.
Having served one full term of two (2) years, the Vice Presidents may be re-elected in that position for one more term only. All four Vice Presidents positions are considered distinct, thus allowing a Vice President to run for a different Vice President position after serving two consecutive terms.
7.06 Secretary. The Secretary shall represent the Association and perform such official duties for it as may be requested by the President or the Vice Presidents. The Secretary shall keep the minutes of all meetings of the Association and of its Executive Committee, a copy of its By-laws, articles of incorporation, letters patent or certificate of incorporation, as well as the list of the Executive Members, the access parameters to all the accounts of the association. The Secretary shall also notify Members of all meetings.
In the event of the absence, disability, resignation, removal of office or death of the Secretary, the President, in consultation with the Executive Committee, shall appoint an acting Secretary for the duration of the term of office.
Having served one full term of two (2) years, the Secretary may be re-elected for two more terms.
7.07 Treasurer. The Treasurer shall have custody of all funds, securities, and other property of the Association subject to such regulations as the Executive Committee may prescribe. The Treasurer may endorse for collection on behalf of the Association all instruments of payment of money and shall deposit them to the credit of the Association in one or more banks such as the Executive Committee may designate. The Treasurer shall sign all receipts and vouchers, and together with such Officers or person, if any, as shall be designated by the Executive Committee, and shall sign all instruments of payment of the Association, except in cases where the signing thereof may be otherwise expressly authorized by the Executive Committee. The Treasurer shall keep full and accurate records and accounts of all financial transactions of the Society and exhibit them at all reasonable times to any Officer or Executive Members upon request. The Treasurer shall prepare or have cause to be prepared an biennial audit of the Association’s financial records and report the audit to the Members at the Biennial Meeting. The retiring Treasurer shall, within one week after the close of the Biennial Meeting at which the successor is elected, deliver to the new Treasurer all moneys, vouchers, books, and papers of the Association. In the case of the Treasurer’s death, resignation, retirement, or removal from office, all moneys, vouchers, books and papers of the Association shall immediately be transferred to the successor. Having served for a full term of two (2) years, the Treasurer may be re-elected for two more terms.
7.08 Variation of Duties. From time to time, the Executive Committee may vary, add or limit the powers and duties of any Officer.
7.09 Remuneration. The Officers shall receive no remuneration, either directly or indirectly, for acting as such and shall not receive either, directly or indirectly, any profit from her / his office.
Article 8
Protection of Officers
8.01 Limitation of Liability. No Officer of the Association shall be liable for the acts, receipts, neglects, defaults or any other Officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Executive Committee for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any of the moneys, securities, or effects of the Association shall be deposited, or for any loss, occasion by any error of judgment or oversight on her / his part, or for any loss, damage, or misfortune, whatever which shall happen in the execution of the duties of her / his office or in relation thereto unless the same shall happen through her / his own wilful neglect or default.
8.02 Indemnity. Every Officer of the Association and her / his heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Association from and against:
a) All costs, charges, and expenses whatsoever that such Officer sustains or incurs in or about any action, suit, or proceeding, that is brought, commenced or prosecuted against her / him for or in respect of any act, deed, matter, or thing, whatsoever made, done, or permitted by him in or about the execution of the duties of his office, and,
b) All other costs, charges and expenses that she / he sustains or incurs in or about or in relation to the affairs of the Association except such costs, charges, or expenses as are occasioned by her / his own wilful neglect or default or except such costs occasioned by her / his participation to the General Meeting or to any other meeting of the Association or of its Executive Committee.
Article 9
Members
9.01 Membership. Membership in the Association is open to those who are interested in furthering the objectives of the Association and who pay the biennial Membership Dues.
9.02 Classes. The Association just has one class of membership designated as “ACHS Full International Member”, herein “Member” and “Members”.
9.03 Term of Membership. The term of membership is normally for one year and commences on the date the Membership Dues are paid. The interest of a Member in the Association is not transferrable and lapses upon death, or a member resigning, or otherwise in accordance with the By-laws of the Association.
9.04 Registration and Resignation. The registration of Members is managed through the main ACHS website. Members who wish to update their information or resign their membership may do so via this website.
A Member may also resign by a resignation in writing which shall be effective upon delivery of the resignation or a copy thereof to the Executive Committee.
9.05 Removal. Upon thirty (30) days notice in writing to a Member, the Executive Committee may pass a resolution authorizing the removal for cause of such Member from the register of Members of the Association and thereupon such person shall cease to be a Member of the Association.
9.06 Dues. Dues for all classes of membership shall be set by the Executive Committee and approved by the Members. Membership fees and dues are payable in advance when registering as a Member or at the latest on January 1 of every odd year, except for Honorary Officers.
Membership fees are non-refundable.
Article 10
Meetings
10.01 Persons Entitled to be Present. All Members shall have the right to attend, participate in all discussions and votes at all meetings of the Association, and all other privileges.
10.02 Voting. Members from each class of membership are entitled to one vote.
10.03 General Meeting. The General Meeting of the Association shall be held biennially on a date fixed by the Executive Committee. Notice of the time, place, and purpose of the General Meeting shall be given by the Secretary to all members in good standing. The notice shall be given at least thirty (30) days prior to the date assigned for the meeting and shall refer to the call for nomination and election announcement so that members be duly informed of the election process. The Executive Committee shall vary the location of the General Meeting in such a manner that these meetings be held in various regions of the world.
10.04 Purpose of the General Meeting. The General Meeting shall be held to report on elections Officers, to hear Officers’ reports, and for the transaction of such business appropriate to the meeting that shall be proposed by the Officers or Members.
10.05 Special Meetings. Special Meetings of the Association may be called by resolution of the Executive Committee, or by written request of more than 50% of the registered Members. The meeting must be held within thirty (60) days from the day the President receives the resolution or request. Notice of the time, place and single purpose of the Special Meeting shall be given at least fourteen (14) days prior to the date assigned for the meeting.
10.06 Quorum. At any Annual Meeting or Special Meeting of the Association, the Members present shall constitute a quorum, and a majority vote of those present and voting shall decide for any or all business, except as otherwise provided by the By-laws.
10.07 Presiding Official. The President, or in her / his absence, a Vice President, or in her / his absence, the Secretary, or in her / his absence, the Treasurer, shall preside over all meetings of the Association. The Secretary, or in her / his absence, any person chosen at the meeting shall act as the secretary of the meeting.
10.08 Proxies. At any Meeting of Members a proxy duly and sufficiently appointed by a Member shall be entitled to exercise, subjects to any restrictions expressed in the instruments appointing her / him, the same voting rights that a Member appointing her / him would be entitled to exercise if present at the meeting. A proxy must be a Member. An instrument appointing a proxy shall be in writing and shall be acted on only if, prior to the time of voting, it is deposited with the Secretary of the Association or of the Meeting or as may be directed in the notice calling the meeting.
10.09 Votes to Govern. At any Meeting of Members every question or election shall, unless otherwise required by the letters patent or By-laws of the Association or by law, be determined by the majority of votes duly cast on the question.
10.10 Show of hands. Any question of a Meeting of Members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration of the Presiding Official of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact that without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the Members upon the said question.
10.11 Polls. After a show of hands has been taken on any question, the Presiding Official may require, or any person entitled to vote on the question may demand, a poll thereon. A poll so required or demanded shall be taken in such a manner as the Presiding Official shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll each person present shall be entitled to one vote, and the result of the poll shall be the decision of the Members upon the said question.
10.12 Casting Vote. In case of an equality of votes at any Meeting of Members either upon a show of hands or upon a poll, the Presiding Official of the meeting shall be entitled to an additional or casting vote.
Article 11
Notice
11.01 Method of Giving Notice. Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the letters patent or certificate of incorporation, the By-laws, or otherwise to a Member, Officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered or if mailed to her / his last address as recorded in the books of the Association, or if sent to her / him at her / his said address by any form of transmitted or recorded communication. The Officers may change the address of the Association’s books of any Member, Officer or auditor in accordance with any information believed by her / him to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally, or at the address aforesaid, or electronically, through the Association’s email list; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box.
11.02 Computation of Time. In computing the date when notice must be given under any provision requiring a specific number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
11.03 Omissions and Errors. The accidental omission to give any notice to any Member, Officer or auditor or the non-receipt of any notice by any Member, Officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
11.04 Waiver of Notice. Any member (or her / his duly appointed proxy), Officer or auditor may waive any notice required to be given to her / him under any provision of the Act or the letters patent or certificate of incorporation or the By-laws of the Association, and such waiver, whether given before or after the meeting or event of which notice is required to be given, shall cure any default in giving any notice.
Article 12
Nominations
12.01 Nomination by Membership. Nominations for the new Officers may be made by a petition, signed by the nominee and not less than two (2) members of the Association, following the biennial call that precedes the General Meeting. Nominees are required to provide a short statement that outlines relevant experience and their aims for the Association. These statements will be circulated prior to and during the election process.
It is understood that by submitting their application, nominees have considered their availability (i.e. time) to serve on the Executive Committee and are committed to contributing to the Association in an active manner.
12.02 Nominating Process. The Secretary (in consultation with the President and Executive Committee) is responsible for electronically communicating the nominating process and call to all Members via the Association’s mailing list. The number of Officers to be elected is equal to the number of vacancies on the Executive Committee, following the end of term of previously elected Officers or their intention not to continue their service.
Nominations for the Executive Committee shall be called no later than one (1) month prior to the General Meeting and shall be open for a period not less than two (2) weeks. Nominations shall be presented not less than two (2) weeks prior to the General Meeting. Nominations of new Officers are to be sent to the Secretary.
12.03 Election Sub-Committee. A Sub-Committee composed of the President, one Past President, the Secretary and one other Officer is responsible for checking the eligibility of Nominees provided the qualifications requirements. The Election Sub-Committee may solicit Nominations for any of the President, Vice Presidents, or other Officers, except for the Founding Chairperson.
The Election Sub-Committee is responsible for making recommendations to the Executive Committee as to which Nominees or previously elected Officers qualify to be elected as President or Vice Presidents, given their intention and following qualifications requirements.
Subject to article 5.04, all eligible Nominees shall then be registered on a List of Nominees for election. Such a list might be divided in two parts: a) previously elected Officers who are running to be newly elected as President, Vice President Chapters, Vice President Communications, Vice President Conferences, Vice President Membership, and b) othernominated Members who wish to be elected.
The positions of Treasurer, Secretary and any Vice President, if not provided by the election results, or any other position, duty and powers of the Executive Committee to be exercised by the Officers, will be decided upon and assigned by the newly elected Executive Committee as soon as possible after the election.
12.04 Voting and Announcement. Virtual or distance voting methods may be used for the Nomination of Officers as long as the vote closes before the General Meeting. Elected Officers shall be announced during the General Meeting.
Article 13
Chapters
13.01 Aim of Chapter. The aim of any Chapter of the Association is to provide a more specialised focus for events and communications.
13.02 Establishment of Chapter. Upon the formal written petition of not less than four (4) Members, including a designated Coordinator responsible for the Chapter, the Vice-President responsible for Chapters Committee shall be empowered to establish a Chapter of the Association. The Coordinator of the Chapter shall liaise with the Chapters Committee to ensure consistency across the Association’s platforms and mediums.
13.03 Membership in Chapter. All Members of a Chapter must also be Members of the Association. Unless explicitly agreed by the Executive Committee, no additional membership fee other than that of the Association shall be needed to be Member of a said Chapter.
13.04 Website and Communications of Chapter. The Chapter may publish a newsletter and is invited to do so through the Association’s management system for newsletters. Such communications and others, as additional websites, may be developed providing the information presented is consistent with the goals of the Association and the content published on its main website.
13.05 Chapter Events. Regional or thematic symposiums, or Chapter-based seminars, may be held by the Chapter. Such Events may be coordinated in partnership with the Conferences and Events Committee.
13.06 By-laws. Each Chapter may pass its own By-laws and regulations provided that such By-laws or regulations are compatible with the goals and the By-laws of the Association.
13.07 Liability. The Association shall not be liable for debts or contracts incurred or contracted by the Chapters.
Article 14
Fiscal Year
14.01 The period of the Fiscal Year shall be January 1 to December 31.
Article 15
Execution of Instruments
15.01 Contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by any two (2) of the President, Vice Presidents, Secretary or Treasurer and all contracts so signed shall be binding upon the Association without further authorization or formality.
Article 16
Banking Arrangements
16.01 The banking business of the Association shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the Executive Committee. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Executive Committee may from time to time prescribe or authorize.
Article 17
Agents and Attorneys
17.01 The Executive Committee shall have power from time to time to appoint agents or attorneys for the Association in or out of its country of incorporation with such powers of management or otherwise (including the power to subdelegate) as may be thought fit.
Article 18
Accounts
18.01 The President, Vice Presidents, Treasurer and Secretary shall keep proper books of account with respect to:
a) All sums of money received and expended by the Association and the matters in respect of which receipt and expenditure take place,
b) All sales and purchases by the Association,
c) All the assets and liabilities of the Association, and,
d) All other transactions affecting the financial position of the Association.
Article 19
Employees
19.01 The Executive Committee may appoint any Administrator or Employee to carry out such work of the Association as shall be directed by the President, Vice Presidents and other Officers.
Article 20
Money Assignment and Investments
20.01 Assignment. The funds collected by the Association through the payment of the Membership fees or any other manner shall be used for the day-to-day running of the Association and according to the general budget itemization reported at the General Meeting. Any special assignment of the funds other than such day-to-day running or support given to student or low-income Members for attending the conference require the vote of at least two-thirds of the Executive Members. No such assignment can be made that would affect the Reserve Fund provided for in article 20.03.
20.02 Investments. The Executive Committee, or any Committee of Officers authorized to do so by the Executive Committee, may invest the funds of the Association in such manner as the Executive Committee or such Committee shall in its judgment determine, without being limited to those investments to which trustees are restricted by law.
20.03 Reserve Fund. A Reserve Fund equivalent to two years of current expenditure made for the day-to-day running of the Association must be maintained at all times. For these purposes, the amount corresponding to one year of such current expenditure is equivalent to that entered in the 2019 financial year.
Article 21
Language
21.01 The business of the Association will be conducted in English. Chapters may conduct their activities in the language they see fit.
Article 22
Dissolution
22.01 The Association may be dissolved only at a Special Meeting of Members called for that purpose. Quorum at such a Special Meeting shall require the presence of a majority of Officers.
Article 23
Biennial Conference
23.01 Attendees. Any person who wishes to attend the Biennial Conference may do so if they comply with the rules or regulations set by the Conference Organizers in consultation with the Conferences and Events Committee.
Conference Attendees need to be registered as Members of the Association.
23.02 Website and Communications of Conference. The Conference organizers may publish invitations to the conference and communication on its content and are invited to do so through the Association’s management system for conferences or by their own means. Such communications and others, as additional websites, may be developed providing the information presented is consistent with the goals of the Association and the content published on its main website.
23.03 Selection for Host. The selection of the host institution for the Association’s biennial conferences is made by the Members at the General Meeting. Selections are to be made four years in advance. Only Members present at the General Meeting may vote on competing conference bids.
In the event that a winning bid is unable to hold that conference, the bid with the second most votes will be given the right to hold the conference.
The President or the Vice Presidents will not have carriage of organizing a conference. If a President or Vice President wins a conference bid, they must resign her / his position.
23.04 Bidding Process. The Executive Committee shall seek expressions of interest to host the biennial conference six months prior to the General Meeting. This can be done via the Association’s newsletter, sent to all members. The Conferences and Events Committee, in consultation with the Executive Committee, is responsible manage enquiries or submissions.
The formal bidding process shall be opened no later than one (1) month prior to the General Meeting. Formal bids must be submitted no later than one week prior to the General Meeting.
Formal bids include an outline of the proposed location, theme, supporting events and any other information that the bidding institution wishes to make public. This outline will be circulated to the Members prior to the General Meeting. A representative of each bidding institution must attend the General Meeting and may be asked to offer a brief summary of her / his bid prior to the vote.
23.05 Conference Organization. A conference-specific Scientific Committee, comprising, but not limited to, the Executive Committee, shall be established for each conference. The conference hosts or organizers shall also nominate a main representative with whom the Executive Committee (and specifically the Conferences and Events Committee) can liaise.
23.06 Liability. The Association shall not be liable for debts or contracts incurred or contracted by the Conference Hosts.
Article 24
By-laws
24.01 Repeal and Amendment. The By-laws of the Association may be repealed or amended by a majority of the Officers at a Meeting of the Executive Committee and sanctioned by an affirmative vote of at least two-thirds of the Members at a meeting duly called for the purpose of considering the said By-law, provided that the enactment, repeal or amendment of such By-law shall not be enforced or acted upon until the approval of the Minister of Corporate Affairs, or its equivalent in the country of incorporation, has been obtained.
A discussion period amongst the Officers of no less than two (2) weeks shall precede the meeting and the vote of the Executive Committee. To that end, the Secretary will distribute to the Executive Committee, prior to that period a draft version of the repealed or amended By-laws. The Secretary, in consultation with the President, will make the revisions deemed necessary by a majority consensus and prepare a final version to be ratified by the Executive Committee and sanctioned by the Members at the meeting called for that purpose.
24.02 Publication. An updated version of these By-laws, including a history of revisions, shall be published on the Association website and be in that manner accessible to all Members at all times.
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History of revisions
08-2018 Adoption
11-2018 Article 9.02 changed from two classes of membership (Student and Individual) to one class following General Meeting of Members.
11-2018 Article 7.02: appointment of Acting Executive Committee Member added.
06-2019 Article 5.03: qualification criteria to be an Officer “being an ACHS Full international member” added.
02-2020 “Membership Committee” and VP of added after split of the former “Chapters and Membership Committee” in two separate committees; numbers of committees and vice presidents changed accordingly
Articles 1.01, 3.02c, 5.17 : “Chapters and Membership Committee” changed to “Chapters Committee” and to “Membership Committee.
Article 7.05 “Vice President Chapters and Membership” divided in two distinct Vice-Presidents to reflect changes to committee stated above.
Article 13.02 name of “Chapters Committee” adjusted to reflect the changes stated above.
Article 9.03 Membership term adjusted “starts when Membership Dues are paid” to conform with practice and needs of the members.
Article 5.03 Precision added to ensure continuity: It is expected that Officers appointed as Vice Presidents, Secretary or Treasurer have previously served one term on the Executive Committee.
07-2020
Alignment of articles pertaining to nominations and elections with previous modifications to qualifications and to other articles to allow for continuity in the business of the Association.
Article 9.06 Precision on reimbursement of membership fees.
Article 10.03 Content of notice modified in order to align it with the concurrent nomination and election process and deadlines.
Article 10.04 Change from “to elect” to “to report on elections” in order to allow all members to vote instead of only those participation to the General Meeting of Members.
Article 12.03 Election Sub-Committee explicited to clarify the Nomination and Election Procedures.
Article 12.04 Renumbered to follow 12.03.
Article 20.03 Reserve Fund added in order to provide for restructuration purposes if needed, in case of sudden change in Membership for example.
Article 20.01 Aligned to 20.03 above.