BY-LAWS

ARTICLE I. NAME

The name of the organization is the Italian American Studies Association

(IASA; henceforth known herein as “the Association”).

ARTICLE II. PURPOSE

The Association seeks to advance scholarship and creative expression of the wide-ranging experiences of Italians in the diaspora. The Association is open to scholars, students, teachers, artists, writers, and all who share this interest. The Association is recognized by the IRS as a 501(c) 3 nonprofit organization.

ARTICLE III. GOVERNANCE

SECTION 1. The Association is governed by an Executive Council (EC) constituted to represent the full membership in its diversity as a deliberative and voting body.

SECTION 2. The EC has the authority to approve, amend, or dissolve any Association policy, regulation, or procedure by a simple majority vote of its members, except in those areas where binding decisions, enumerated in the Bylaws, must be made by a vote of the full membership.  

SECTION 3. The EC is composed of 11 members: these include the 5 Officers and 4 other members, plus the immediate past president and the editor of Diasporic Italy, IASA’s journal, ex-officio, who do not have voting privileges.

SECTION 4. Members are elected to terms on the EC by the full membership, as described in ARTICLE V.    

ARTICLE IV. MEMBERSHIP

SECTION 1. Classes of membership and the dues for each class may be proposed by the EC and voted on by the membership at the annual meeting of the Association. The EC will give three months notice to the membership of any proposed change in classes or dues.

SECTION 2. The dues of members of the Association will be payable annually in advance on the first day of January.

SECTION 3. The fiscal year will be the calendar year and shall extend and include from the first day of January to the thirty-first day of December.

SECTION 4. Libraries and other organizations may become institutional members but without the right to vote or to participate in deliberations.

SECTION 5. Members of the Association may organize local chapters bearing the Association’s name with the approval of the EC and subject to such regulations stated in the bylaws.

ARTICLE V. ELECTIONS

SECTION 1. To qualify for office in the Italian American Studies Association

• the candidate for an Officer position must have been a dues-paying member in good standing for a minimum of three consecutive years;
• the candidate for President must have served on the EC for a minimum of one term (3 years).
• the candidate for a position on the EC must have been a dues-paying member in good standing for a minimum of two consecutive years.

SECTION 2. The Officers and the members of the EC are elected via electronic ballot by the membership of the Association.

SECTION 3. Officers are elected for a term of three years. The term for which EC members will be elected is three years or until a successor is duly elected and qualified. Officers may succeed themselves for one additional term. No member shall hold two elective offices at one time.

SECTION 4. Candidates for office are selected by the Election Committee appointed by the President with the approval of the EC. No member of the Election Committee will be prevented from being a candidate for any office. The members of the Election Committee choose a Committee chair from among themselves. The Election Committee presents, when possible, a choice of at least two candidates for the offices of President, Vice President, Vice President of Communications and Marketing, Secretary, and Treasurer, and at least two candidates for every other open position on the EC.

SECTION 5. The Election Committee prepares a ballot containing its own nominations and nominations made by petition from the membership at large.

SECTION 6. Electronic voting, via a secure/confidential program, is prepared for distribution by the Secretary, and/or Election Committee, and sent via email to all members of good standing at least one month before the annual election date, typically in the last two months of the year. All ballots are certified by the Election Committee. Candidates are elected by a plurality of the voting members. The new term of office begins January 1.

SECTION 7. Vacancies occurring in the term of any officer are filled for the remainder of that term by a majority vote of the EC. Vacancies occurring in the term of any member of the EC who is not an officer shall be filled at the recommendation of the President in consultation with the officers of the Association. However, the Vice President will succeed the President in the event of a vacancy in that office.

ARTICLE VI. DUTIES OF OFFICERS AND STANDING COMMITTEES

SECTION 1.

President

• Presides over all EC meetings, the Annual conference, and Annual Business meeting;
• Collaborates with the EC, standing committees, and membership to create, implement, and assess effective plans and activities;
• Officially represents the Association and its mission, position, and activities to outside parties;
• Builds and retains favorable relationships with other organizations and institutions;
• Creates opportunities for sustainability and growth with outside partners and by working with standing committees to create effective plans and procedures;
• Authenticates all legally binding actions of the Association;
• Is responsible for ensuring the effectiveness of all governing policies;
• Is an ex-officio member of all standing committees, except the Election Committee;
• Signs checks in the absence of the Treasurer and has sign-off responsibility for financial statements, tax returns, and audits;
• Reports on Association activities, status, and developments at least twice annually to the EC and annually to the full membership at the Annual Business Meeting; and,
• Creates special (ad-hoc) committees and appoints their members as needed.

Vice President

• Responsible for the effective management of all internal operations, including meetings of the Executive Council, membership, and the work of Standing Committees;
• Works closely with the Treasurer, Secretary, and Vice President of Communication and Marketing to create and implement successful procedures, activities, and plans;
• Receives, reviews, and authorizes all reports from Officers and Standing Committees intended for the EC or membership, subject to President approval;
• Officially represents the Association to outside parties in the absence of or at the request of the President, or as otherwise needed by the President;
• Stands in as needed for the President at the President’s request at Association meetings and to conduct any Association business as required.

Vice President of Communication and Marketing

• Is responsible for advancing the Association through effective communication, marketing, and membership-building strategies and activities.
• Is responsible for oversight of all Association internal and external communication, from e-mail programs to social media, publicity, advertising, and web site, assessing suitability, cost, and value;
• Working with the Treasurer, creates, budgets for, implements, and evaluates an annual internal communication and development plan designed to expand membership and strengthen the Association’s value as a professional resource to its members;
• Hires, subject to approval of the EC, a digital/media specialist to manage and regularly improve all aspects of this communication system;
• Prepares and/or disseminates press releases and other official announcements and notice;
• Prepares an Annual Report for the fall EC meeting on goals, outcomes, opportunities, challenges, and prospects for expanding the Association’s presence, growing its revenue, and building membership.

Treasurer

• Is the chief financial officer of the Association;
• Creates an annual budget detailing income and expenses for the next Fiscal Year (FY) and presents it to the EC for approval at its fall meeting;
• Prepares, maintains, reviews, and submits all budgets according to generally accepted accounting/budgetary standards;
• Maintains current, accessible data on income and expenses, reviewable by the President and Vice President whenever necessary;
• Manages income from membership dues, conference fees, publication and other sales.
• Is authorized to make payments for expenses up to $250.00; payments exceeding that amount require the approval of the President or his or her designated officer;
• Manages Association assets for optimal return on investment;
• Approves all expense requests, except those requiring the approval of the President or the Executive Council;
• Distributes bi-annual financial data with commentary available to the President, Vice President, and other officers or EC members as requested;
• Prepares an Annual Financial Report for the Annual Business Meeting on the financial state of the Association and its environment, identifying opportunities, problem areas, and possible solutions;
• Analyzes budget items and expenses to identify potential savings and enhance efficiencies.

Secretary

• Is responsible for the creation, authorization, and dissemination of all official records (e.g., Minutes) pertaining to Association activities;
• Takes minutes of all EC meetings and other meetings as needed or requested;
• Distributes meeting agendas, minutes, Annual Financial Report, and notes, created with the President, Vice Presidents, and Treasurer;
• Maintains accurate, complete, accessible, and secure files, including all meeting minutes and other official Association documents, such as reports, budgets, and memoranda;
• Facilitates communication necessary for EC meetings,
• Manages the work of an Association curator, establishing goals, policies, and procedures for creating and maintaining a full, active, accessible, and sustainable Association archive.

SECTION 2. Standing Committees.

The standing committees of the Association are as follows:

• Conference & Educational Programs
• Scholarships & Awards (including the annual Book Award)
• Communication and Social Media
• Elections
• Fundraising

The chair of each committee reports to a Vice President of the EC. Ad hoc committees are created by the EC as needed and report to the President.

SECTION 3. Ex-officio members.

The following serve as ex-officio members of the EC, taking part in its meetings and deliberations without voting privileges:

• The immediate past president of the Association who serves for three years, renewable.
• The editor of Diasporic Italy, the Journal of Italian American Studies Association, who serves during the time as editor and oversees the staffing, production and publication of Diasporic Italy in consultation with the officers of the Association.

SECTION 5. All EC members must attend at least one face-to-face EC meeting per year; this may be in-person or virtual. The EC will decide on the consequences of two consecutive absences.

SECTION 6. Each EC member must serve on a minimum of one standing committee.

ARTICLE VII. MEETINGS

SECTION 1. No fewer than four EC meetings will be held each fiscal year with at least one face-to-face, which may be in-person or virtual. Notice will be sent to each member of the EC at least two months in advance.

SECTION 2. Special meetings of the EC may be called by the President or upon the formal request of at least three members.

SECTION 3.  Six members of the EC will constitute a quorum, but the approval via ballot by a majority of the full membership is required to implement any changes to the bylaws. This voting is to be completed within one month after the relevant EC meeting.

ARTICLE VIII. REGIONAL CHAPTERS

SECTION 1. Regional chapters of the Italian American Studies Association may be established upon:

• application by members in good standing;
• the approval of the EC, which must approve the chapter constitution and verify the chapter election procedure.

SECTION 2. Each chapter must submit an annual report of its activities and the yearly financial statement to the Secretary one month before the Fall EC meeting. All election reports, change of officers, and changes of chapter constitutions must be reported to the national President of IASA.

SECTION 3. Regional chapters are required to adhere to the goals, objectives, and policies of the Association and to the procedures of both the national and the regional chapter constitutions and bylaws. Chapter activities detrimental to the Association, including the failure to abide by these rules, may result in:

• the assumption the EC of direct control of the chapter or
• the revocation of the chapter's charter and the dissolution of the chapter's charter by the EC.

ARTICLE IX. AMENDMENTS

SECTION 1. Amendments to these bylaws may be proposed by the EC; may occur in-person or virtually.

SECTION 2. Proposed amendments that are approved by the majority vote of the EC will be submitted to the full membership for final approval.

SECTION 3. Amendments approved by a majority of votes cast by the full membership will be declared adopted.

SECTION 4. Electronic ballots for amendments to the bylaws will be sent to all members in good standing by the Secretary at least 30 days prior to the due date for their return via email. Returned ballots will be certified by a committee appointed by the President.