SEACS is a North Carolina Non-Profit Corporation.
Article I – Offices
1.1 Principal Office.
The principal office of Southeastern Association of Cultural Studies (the “Corporation”) shall be located at any such location designated by the Board of Officers.
1.2 Registered Office.
The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
1.3 Other Offices.
The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Officers may designate or as the affairs of the Corporation may require from time to time.
Article II – Board of Officers
2.1 General Powers.
The business and affairs of the Corporation shall be managed by its Board of Officers. Except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, all of the power of the Corporation shall be vested in the Board of Officers (the “Board”).
2.2 Number, Term, And Qualifications.
The initial number of Officers constituting the Board shall be nine (9). The number of Officers may be changed to consist of such number, not less than seven (7)nor more than nine (9), as shall be determined from time to time by resolution of the Board. No such resolution reducing the number of Officers below the number then in office shall of itself have the effect of removing any officer prior to the expiration of such Officer’s term of office. Any positions on the Board created by an increase in the number of Officers pursuant to such a resolution shall be treated as vacancies to be filled by the Board. The number of officers fixed pursuant to such a resolution shall be deemed to be the number of officers prescribed by these Bylaws. Each Officer shall hold office for a period of 6 (six) years, progressing through officer positions as described in Section 2.3 herein, after which such Officer would be eligible (but not required) to be nominated and voted upon to rejoin the Board for another term. The Secretary/Treasurer will be elected to serve a five-year term. The Editor of the Journal (Convergences: A SEACS Journal) will be elected to serve a five-year term contingent upon a successful bid by the Editor’s academic institution.
The Local Arrangements Officer shall be elected to serve a one-year term. There shall be no limitation to the number of consecutive terms that any individual may serve in any position on the Board. Officers need not be residents of the State of North Carolina.
2.3 Election of Officers.
New members of the Board shall be elected at the Board’s annual meeting by the current members of the Board by vote of majority of the Board. All Association members may nominate candidates for election to the Board, who will then be voted upon by the members of the Board. Newly-elected Officer shall fill the role of Junior Member-at-Large for one (1) year, after which such Officer shall rise in rank annually to Senior Member-at-Large, Second Vice President, First Vice President, President, and President Ex-Officio, unless such elected individual is designated to fill the role of Secretary/Treasurer, Editor, or Local Arrangements Officer. After serving a full term, an individual would be eligible for nomination and to be voted upon to rejoin the Board for another term, beginning as Junior Member-at-Large or in another specifically designated role.
Officers may be removed from office at any time, with or without cause, by affirmative vote of two-thirds (2/3) majority vote of the Board, convening at an Annual or Special Meeting with the noticed purpose of voting on removal of an Officer, or by written consent of the same majority.
Any vacancy occurring on the Board may be filled by the affirmative vote of a simple majority of the remaining Officers, whether or not constituting a quorum. An Officer filling a vacancy may fill the vacated officer position, or may fill the position of Junior Member-at-Large, with the remaining Officers advancing as described in Section 2.3 herein.
The Association shall provide compensation for the services of the Secretary/Treasurer and the Editor of the Journal. Each of these positions shall receive One Thousand Dollars ($1,000) per year, or any other amount which is approved by a two-thirds (2/3) majority vote of Officers at an Annual or Special Meeting, contingent upon available funds. The Board may vote to suspend payment during any given year, and may vote to compensate individuals for more than one year to fulfill suspended years.
2.7 Standing Committees.
The Board shall appoint no less than three (3) Officers to serve as a Selection Committee for undergraduate and graduate travel grants as well as best undergraduate, best graduate, and best faculty paper prizes. Selection of paper prizes will be made within six months of the conference, and will be awarded at the following year’s Keynote Luncheon. Travel grants for undergraduate and graduate students will be awarded concurrently with acceptance to the conference.
2.8 Other Committees.
The Board may, by resolution adopted by a majority of the Officers then in office, create any number of committees, each consisting of two or more Officers to serve at the pleasure of the Board. Committees may be given all the authority of the Board, except for the powers enumerated in subsection (e) of section 55A-8-25 of the North Carolina General Statutes. Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of Article IV of these Bylaws Concerning meetings and actions of the Board. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records.
Article III – Meetings of Officers
3.1 Annual Meetings.
The Board shall meet annually as part of “The Cultural Studies Conference Of the Carolinas”, which shall be held each year in the Spring.
3.2 Regular Meetings; Special Meetings.
The Board shall have no regular meetings, and all business of the Corporation shall be addressed in the annual meeting. Special meetings of the Board may be called by or at the request of the President or any two Officers.
3.3 Place of Meetings.
The Conference (and annual meeting) shall occur at various locations, as hosted by a university affiliated with an Officer of the Board. The location for the next annual meeting will be determined during each year’s annual business meeting at the conclusion of the Conference.
3.4 Notice of Meetings.
The President will create and send out a Call for Papers (“CFP”) publicly announcing the Conference location and date and requesting paper and panel proposals in the Fall, with a deadline for proposals for the end of the Fall academic semester. Notice of Special Meetings shall be provided by the President of the Secretary/Treasurer in writing to each Officer no less than five (5) calendar days prior to such meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
A quorum of the Board shall be defined as two-thirds (2/3) of the Officers then holding office.
3.6 Participation by Electronic Communication.
Any one or more Officers may participate in a meeting of the Board by means of electronic communication that allows all persons participating in the meeting. Participation by these means shall be deemed presence in person at the meeting. This means of communication shall also be allowed should there need to come a vote for something before the annual meeting.
3.7 Action by Written Consent.
Action taken by a two-thirds (2/3) majority of the Officers Without a meeting is nevertheless action of the Board if written consent to the action in question is signed by the acting Officers and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Pursuant to N.C.G.S. section 55A-1-70, the Officers hereby agree on behalf of the Corporation that am Officer’s consent to action taken without a meeting may be in electronic form (e.g., email) and delivered by electronic means.
Article IV – Officers
4.1 Officers of the Board.
The Officers of the Board shall consist of a President, First Vice President, Second Vice President, Senior Member-at-Large, Junior Member-at-Large, Secretary/Treasurer, Editor, President Ex-Officio, and Local Arrangements Officer.
4.2 Terms of Offices.
Each Officer serves in their capacity for one year in each position, totaling6 years on the Board. Each of the Secretary/Treasurer and the Editor will serve for five years. The Local Arrangements Officer shall serve for one year.
The President shall preside over all meetings. The President shall handle all official correspondence with the Members. The President shall select and notify the Keynote Banquet Speaker. The President shall create and send out the Call-for-Papers (CFP) to Members, the Board, and other contacts. The President shall coordinate the final Conference program and send the final PDF version of the program to the participants before the Conference begins. The President shall also prepare the final program and send to Local Arrangements Officer.
The President shall preside over the Board’s annual meeting and any special meetings, and may call a special meeting.
4.4 First Vice President and Second Vice President.
The two Vice Presidents shall receive Paper and Panel proposals – the areas that they will receive shall be determined at the previous year’s Conference so that the workload is more or less even. The Vice Presidents shall notify the participants and the panels of their acceptance or rejection to the Conference. The Vice Presidents shall make the program for the Conference and schedule the panels. The Vice Presidents shall recruit session chairs to moderate the panels at the Conference. The Vice Presidents shall copy the Secretary/Treasurer on all emails to Participants and/or Panel acceptance/rejection emails by cc’ing the Secretary/Treasurer on said emails. The Vice Presidents shall preside over any called or annual meeting over which the President is unable to preside.
4.5 Senior Member-At-Large and Junior Member-At-Large.
The Senior and Junior Members-at-Large shall staff the Conference registration with Secretary/Treasurer. The Senior/Junior Members-at-Large shall support the President, Local Arrangements Officer, and Secretary/Treasurer with all tasks during Conference as requested.
The Secretary/Treasurer shall staff the Registration table at the Conference. The Secretary/Treasurer shall present a Treasurer’s report at the Executive Board meeting at the Conference. The Secretary/Treasurer shall present and take minutes for the Executive Board meeting. The Secretary/Treasurer shall be responsible for the bank account. The Secretary/Treasurer shall maintain and update the membership records and receive and record registration for the conference, as well as notify participants of missing membership dues for the year’s Conference. The Secretary/Treasurer will receive and pay vendor bills for the Conference. The Secretary/Treasurer will receive and pay bills for journal expenses, as well as pay the stipend for the Editor and the Treasurer yearly, as determined by budgetary allowances; see1.6. The Secretary/Treasurer shall bring checks for prize awards to the Conference and shall send checks to the winners of the travel grants as determined by the committee.
The Editor of the Journal shall send out a call for Submissions to all presenters at the Conference. The Editor shall send submissions out for peer review. The Editor of the Journal shall publish selected papers by the following year’s conference. The Editor shall also maintain and update the organization’s website.
4.7.1 Editorial Board.
The Board may nominate individuals from the Corporation’s membership to the Editorial Board and may elect them to serve by two-thirds (2/3) majority vote. Members of the Editorial Board will be asked to review blink paper submissions to Convergences: A SEACS Journal as distributed by the Editor of the journal.
4.8 President Ex-Officio.
The President Ex-officio shall provide advice and support to the Board. The President Ex-officio shall serve as a mentor to the new President.
4.9 Local Arrangements Officer.
The Local Arrangements Officer shall serve as the main contact between the Board and the host institution. The Local Arrangements Officer shall organize rooms, food, name tags, room assignments, and AV needs. The Local Arrangements Officer shall print the program and put together a Conference packet.
4.10 All Officers.
All Officers shall attend the annual meeting. All Officers shall distribute the Call for Papers (CFP).
Any Officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby.
Article V – Financials
The Corporation shall take on no debt without the vote of all (100%) of the Officers then in office. Any or all of such approved indebtedness may be represented by notes, debentures, bonds, or other securities, either unsecured or secured by, or issued under, a mortgage, trust indenture, or otherwise, and may be issued at such times and upon such terms as the Board shall determine.
The Board may authorize any Officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
All checks, drafts, or other orders for the payment of money, issued in the name of the Corporation, shall be signed by the President, Treasurer, or any such Officer or Officers in such manner, including facsimile signatures, as shall from time to time be determined by unanimous resolution of the Board.
Unless otherwise determined by resolution of the Board in particular cases, the Corporation shall retain complete control and discretion over the use of all contributions it receives, and all contributions received by the Corporation from solicitations for specific grants shall be regarded as for the use of the Corporation and not for any particular organization or individual mentioned in the solicitation.
The Board may adopt a resolution authorizing the purchase of insurance on behalf of any Officer against any liability asserted against or incurred by the Officer in such capacity or arising out of the Officer’s status as such, and such insurance may provide for coverage against liabilities beyond the Corporation’s power to indemnify the Officer under law.
Article VI – Membership
Membership in the Corporation is open to undergraduate and graduate students, faculty, and independent scholars.
6.2 Dues and Registration Fees.
Membership dues and registration fees will be determined annually by the Board.
Article VII – General Provisions
The Corporation shall have no seal.
7.2 Waiver of Notice.
Whenever any notice is required to be given to any Officer by law, by the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the Officer or officers entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
The Corporation shall indemnify its officers to the maximum extent required or permitted by Part 5 of Article 8 of Chapter 55A of the General Statutes of North Carolina as from time to time amended, and such officers shall be deemed to have relied upon this Part. The Board may authorize the advance of expenses incurred by or on behalf of its Officers and, if the Board finds that the requested advances are reasonable in amount under the circumstances and before any advance is made, the Officer submits a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this section.
7.4 Fiscal Year.
The fiscal year of the Corporation shall be as fixed by the Board.
7.5 Amendment of Bylaws.
Except as otherwise provided by law, by the Articles of Incorporation or herein, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a majority of the Officers then holding office at any annual or special meeting of the Board; provided, however, that notice of the proposed action shall have been included in the notice of the meeting or shall have been waived as provided in these Bylaws.
The Journal to be managed and run by the Association shall be called Convergences: A SEACS Journal.
Last Certification Date:
- Article I – Offices
- Article II – Board of Officers
- Article III – Meetings of Officers
- Article IV – Officers
- 4.1 Officers of the Board.
- 4.2 Terms of Offices.
- 4.3 President.
- 4.4 First Vice President and Second Vice President.
- 4.5 Senior Member-At-Large and Junior Member-At-Large.
- 4.6 Secretary/Treasurer.
- 4.7 Editor.
- 4.7.1 Editorial Board.
- 4.8 President Ex-Officio.
- 4.9 Local Arrangements Officer.
- 4.10 All Officers.
- 4.11 Removal.
- Article V – Financials
- Article VI – Membership
- Article VII – General Provisions