GERMAN STUDIES ASSOCIATION BY-LAWS
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I
The Association

The name of the Association shall be German Studies Association. The Association is incorporated in the state of Arizona, USA.

II
Purpose

1. The purpose of the German Studies Association shall be to promote the study of history, political science, language and literature, philosophy, anthropology, sociology, geography, economics, musicology, cultural studies, media studies, art and architectural history, and all other learned pursuits relating to Germany, Austria, Switzerland, and other German-speaking regions. The Association particularly encourages interdisciplinarity and seeks to foster dialogue among disciplines.

2. To this end, the Association shall hold conferences, sessions, publish newsletters and/or journals, disseminate information, award prizes for distinguished contributions to German studies, support or sponsor fellowships and scholarships, and carry on any other activities which relate to and promote its purpose.   

3. English and German may be used equally for all activities of the Association.

III
Membership

1. Membership shall have no restrictions based on race, creed, ethnicity, gender, sexual preference, disability, age, national origin, or place of residence.

2. Membership shall be open to persons who subscribe to the purpose of the Association (section II) and pay annual membership dues.

3. Categories of Membership:

Regular Membership:  Anyone interested in the interdisciplinary scope of German Studies may become a regular member of the Association upon payment of the annual dues.

Student Membership: Full-time graduate and undergraduate students may join the Association upon payment of the annual dues for Student Membership. No one may remain a Student Member who is no longer a full-time student.

For the purpose of membership, Teaching Assistants are defined as full-time students.

Joint Membership: Spouses or life partners may hold a joint membership at a reduced rate, and will receive only one copy of the German Studies Review and the Association newsletter.

Sustaining Membership:   Anyone interested in the interdisciplinary scope of German Studies who pays augmented annual dues for the support of the Association’s programs may become a sustaining member.

Life Membership: Anyone interested in the interdisciplinary scope of German Studies may become a life member by paying special one-time dues.

Institutional Members: Institutional members are non-voting members who pay special dues and receive all publications.

4. All dues and fees shall be established by the GSA Board. Any changes to the dues structure will be communicated to the membership in the Association Newsletter in a timely fashion.

5. The payment of annual dues, as established in the By-laws, shall entitle a member to receive The German Studies Review, the Association Newsletter, participate in meetings of the Association, and exercise all other privileges of membership.

IV
Governance

The Association is governed by an elected Board.   The officers of the Association are the President, Vice President, Secretary-Treasurer, and Executive Director.

Officers shall reflect the diversity of the organization. The Presidency shall alternate between a) literature and the humanities, and b) history and the social sciences.  

Elected Officers:

President: The President articulates the intellectual course of the Association and presides over meetings of the Executive Council, the GSA Board, and the membership. The President, in consultation with the Executive Director, sets the agenda for meetings of the Executive Council, the GSA Board, and general meetings of the membership.  The President shall inform the GSA Board and the membership of all vacancies for appointed offices and initiate the search and appointment process in each case. The President, along with the Executive Director, shall be responsible for implementing actions and policies approved by the Executive Council and GSA Board. The President represents the Association to external interests, appoints members of committees and representatives of the Association to other organizations.

Vice-President: The Vice President assists the President in the performance of all duties and represents the President if the latter should be either incapacitated or absent. The Vice President shall accede to the Presidency at the conclusion of the President's term.

In the event of a vacancy in the post of Vice President, the GSA Board shall choose one of their number to serve as Interim Vice President until the next general election. The person elected to fill the vacancy shall serve as Vice President for any time that remains of the original term and shall succeed to the Presidency at the end of the current President’s term. 

The President and Vice President shall serve for terms of two years.

GSA Board: The GSA Board is the decision-making body of the Association and is responsible for establishing general policies, setting dues and fees, and carrying out other general duties for the good of the Association.  The GSA Board approves the selection of appointed officers by majority vote.
The GSA Board shall consist of nine persons elected by ballot of the Association membership. The members of the GSA Board shall serve for three years, with three members being elected each year. No member shall serve more than two consecutive terms. 

All officers of the Association and the editor of the German Studies Review shall serve as ex officio members of the GSA Board with full voting privileges. The Immediate Past President serves for a term of two years on the GSA Board as an ex officio member with voting privileges. 

Appointed Officers:  

1. Executive Director: The Executive Director administers the operations of the Association. The Executive Director shall administer the Annual Conference, edit the Newsletter, maintain the Association's website, respond to queries to the Association for information, manage office activities of the Association, monitor the investment of the Association’s funds in consultation with the Investments Committee, and carry out other functions as approved and mandated by the GSA Board.  The Executive Director shall present reports on all programs and activities under the Executive Director’s purview to the GSA Board and to the Executive Council at each meeting of those bodies.
   
   The GSA Board, upon nomination by the Executive Council, shall approve the appointment of a member of the German Studies Association as Executive Director. The Executive Director shall serve for a term of five years, which can be renewed.   During the fourth year of each term, the President, Vice-President, and Secretary-Treasurer shall conduct a review of the Executive Director’s service before the Executive Council decides on a nomination to present to the GSA Board for the next five-year term.  If an Executive Director is unable to complete the five-year term, the Executive Council shall appoint an interim Executive Director who will serve until the GSA Board can approve a nomination from the Executive Council.
   
   
2. Secretary -Treasurer: The Secretary-Treasurer is responsible for conducting elections and keeping the records of the Association, including the membership records and the minutes of the GSA Board, the Executive Council, and the General Meeting. The Secretary-Treasurer circulates the minutes to the GSA Board for approval within three weeks of any meeting and submits the approved minutes for publication in the Association Newsletter.
   
   The Secretary-Treasurer is also responsible for the funds of the Association and, together with the Executive Director, prepares the annual budget of the Association for approval by the GSA Board.
   The Secretary-Treasurer is selected by the Executive Council and presented to the GSA Board for confirmation. The Secretary-Treasurer serves a five-year term, subject to renewal following a satisfactory performance review by the President, Vice-president, and Executive Director in the fourth year of the term. In the event of a vacancy in the post of Secretary-Treasurer, the President shall appoint a member of the GSA Board to serve as interim Secretary-Treasurer until the GSA Board can confirm a new Secretary-Treasurer.
   
   
3. Editor of the German Studies Review:   The GSA Board, upon the nomination of the Executive Council, shall approve the appointment of an Editor, who shall be responsible for editing the scholarly journal. The Editor shall serve as a non-voting ex officio member of the GSA Board.
   
   The Editor shall appoint an Editorial Board and a Book Review Editor, who shall serve for terms established by the Editor. The Editor may also appoint an Associate Editor.
   
   The Editor shall serve as the Business Manager of the publication.
   
   The Editor shall serve for a renewable term of five years.  During the fourth year of each term, the Executive Council shall conduct a review of the Editor’s service.

Executive Council:

The President, Vice President, Secretary-Treasurer, Executive Director, Editor of the German Studies Review, and the Immediate Past President shall constitute the Executive Council.   The Executive Council meets as necessary to consider issues facing the Association and acts on behalf of the Association between meetings of the GSA Board within the framework of policies set by the GSA Board.  The members of the Executive Council shall regularly communicate with one another during the course of the year and consult with the GSA Board in a timely manner.

V. Standing Committees

The Association shall have the following standing committees, chairs and members of which shall be appointed by the President in consultation with the Executive Council:

Nominating Committee: The members of the Nominating Committee shall serve for one-year terms. The Committee shall present two candidates for each elective office according to a reasonable deadline set by the Executive Director. In the event that the Nominating Committee is unable to meet this deadline, the Executive Council will supply nominees. Additional nominations may be made by members of the Association with nominating petitions signed by ten percent of the membership for each nominating petition and office. No member may sign more than one nominating petition per office. The Nominating Committee shall include on the ballot individuals nominated by petition. 

The Nominating Committee is charged with ensuring that nominees for officers and the GSA Board reflect the diversity of the organization. The membership of the GSA Board shall normally be divided among a) literature and the humanities, and b) history and the social sciences. At least one member shall be in political science, and at least one member shall represent Austrian/Habsburg or German-speaking Swiss studies. 

Program Committee: The members of the Program Committee shall serve for one-year terms.

Prize Committees: The members of the Prize Committees shall serve for one-year terms- 

GSA/DAAD Book Prize Committee
Sybil Halpern Milton Memorial Book Prize Committee
GSA/DAAD Article Prize Committee

Archives Committee: The members of the Archives Committee shall serve for renewable terms of three years. This committee shall present annually at the General Meeting and in the Newsletter a report on the status of archives of major interest to the Association membership.

Investments Committee: The Investments Committee shall manage the Travel Endowment Fund and the General Endowment Fund of the Association. The Committee shall meet at least once per year to review the status of the funds. The Investments Committee approves the allocation of funds from the Travel Endowment Fund for disbursement by the Executive Director as travel grants.

Membership of the committee consists of the Executive Council and one or two additional appointed members.  

Berlin Program Selection Committee:  

Members of the American selection committee for Berlin Program Fellowships are appointed by the President in accordance with the goal of maintaining a disciplinary balance on the committee.  Two committee members are appointed each year for three-year terms.

Ad hoc committees may be appointed as needed. The Executive Council, with the approval of the GSA Board, may establish additional standing committees. 

Officers of the Association and members of the GSA Board shall not also serve as members of the Prize Committees, the Berlin Program committee, or the nominating committee. 

VI

Elections

Each year, the nominating committee shall send its slate of nominees, including short biographies of each candidate, to the secretary-treasurer by the deadline set by the executive director. The secretary-treasurer shall distribute ballots to the membership of the Association either by post or e-mail no later than January 30 of each year, with a deadline for return of the ballots no more than eight weeks thereafter.  A simple majority of all votes cast is required for election.

VII
General Meeting

1. The President shall call a General Meeting at the Annual Conference of the Association for purposes of discussing issues of current concern to the Association presented by the GSA Board. Where possible, any prospective changes of the by-laws or significant changes of association policy will be presented for discussion at a General Meeting before being submitted to the membership for a vote by ballot.

2. The General Meeting shall hear the reports of the President, the Secretary-Treasurer, the Executive Director, the Editor, the Archives Committee, and others as may be required and discuss and pass resolutions in accordance with Article II for submission to a vote of the general membership by ballot. The General Meeting may designate a committee to prepare a statement of up to 300 words on each such matter, and the GSA Board may likewise compose a statement of up to 300 words if it does not concur. Both statements shall accompany the ballot.  The General Meeting shall be conducted according to Robert’s Rules of Order.

VIII
Conferences and Sessions

1. The GSA Board shall call at least one conference per year. Every effort shall be made to rotate the meeting place of the conference among the various regions of North America.

2. The conference shall contain sessions devoted to various disciplines relating to Article II, affording opportunities for members in a variety of fields to disseminate their research.

3. The President, in consultation with the Executive Council, shall select a Program Committee for each conference. The Program Director shall issue a call for papers in the Newsletter and other appropriate venues (including electronic distribution), and endeavor to assure that representation is given to a variety of disciplines and topics.

4. The Association may sponsor sessions at conferences of other organizations.

IX
Amendments

1. Amendments may be proposed by the GSA Board, the General Meeting, or ten percent of the Association membership. Amendments to the By-laws proposed by the General Meeting or ten percent of the Association membership must be reviewed by the GSA Board, which will, in a timely manner, either forward the proposed amendment to the Association membership for a vote with no more than nonsubstantive improvements of language, or determine that the Board is unable to forward the amendment to the membership because the proposed amendment, by itself or taken with other amendments, poses a threat either to the Association's compliance with public law or to its continued operation as a tax-exempt organization.
   
   If the GSA Board is unable to forward an amendment to the membership for a vote, it will present its reasons at the next General Meeting.
   
   
2. The secretary-treasurer shall submit proposed amendments to a vote of the association membership by ballot, distributed by mail or e-mail.  A simple majority of the votes cast is required for approval of an amendment.

X
Dissolution of the Association

The GSA Board may determine to dissolve the German Studies Association, by a two-thirds vote, supported by a vote of a simple majority of the membership, determine to dissolve the German Studies Association. In that event, all assets of the Association must be distributed to another organization recognized as a 501(c)(3) organization by the Internal Revenue Service.