BylawsAmended 2015, 2021, 2023. Society of Civil War HistoriansBYLAWSArticle I: NAME, OFFICE Section 1. Name. The name of this organization shall be “The Society of Civil War Historians.” (the “Society”) Section 2. Office and Archives. The Executive Council will determine the Society’s address and the location of its archives. Article II: PURPOSES Section 1. Mission and Purposes. The mission of the Society of Civil War Historians is to encourage scholarly activity and academic exchange focused on the era of the American Civil War among historians, students, and professionals who interpret history in museums, national parks, archives, and other public facilities. It is intended that the Society will engage exclusively in charitable, educational, and literary activities and purposes within the meaning of Sections 501©(3) of the Internal Revenue Code and its regulations, as they now exist or as they hereafter may be amended (collectively the “Code”). No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Society shall not participate in, nor intervene in, any political campaign on behalf of any candidate for public office. The Society shall not conduct nor carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Code, notwithstanding anything to the contrary contained herein. Section 2. Net Earnings. No part of the net earnings of the Society shall inure to the benefit of any member, member of the Executive Council or officer of the Society, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Society affecting one or more of its purposes), and no member, member of the Executive Council or officer of the Society, or any private individual, shall be entitled to share in the distribution of any of the assets on dissolution of the Society. Section 3. Powers. In furtherance of the powers set forth herein, the Society shall have all of the powers allowed by law so long as they are consistent with the requirements of Section 501(c)(3) of the Code, including, but not limited to, the power to take, receive and accept gifts, grants, bequests, devises and conveyances of any and all property, real, personal, mixed or choses in action from any private, public or governmental entity, or individual, private or public foundation, or otherwise, and to hold, sell, lease or otherwise transfer the same, to invest and reinvest such property and proceeds, all of which may be held and used by the Society for its proper purposes. Article III: DISPOSITION OF ASSETS Should the Society cease to do business and be dissolved, all property and funds remaining after the payments of the debts of the Society shall be distributed to one or more corporations, funds or foundations which would then qualify under provisions of Section 501 (c) (3) of the Code, and which are organized and operated for purposes most similar to those of the Society as determined in the sole judgment of the Executive Council. Article IV: MEMBERSHIP Section 1. Levels of Membership. Any person or organization supporting the objectives of the Society of Civil War Historians shall be eligible for membership. Members shall enjoy all rights and privileges of membership as determined from time to time by the Executive Council, shall be entitled to vote on matters presented to the membership for decision and to hold office in the Society. The levels of membership and the dues for a membership shall be determined from time to time by the Executive Council in consultation with the Membership & Outreach Committee. Section 2. Resignations. A member may resign by filing a written resignation with the Executive Council or the President. In the event of a resignation of a member, no part of the annual dues theretofore paid shall be refunded. Article V: OFFICERS Section 1. Elected and Appointed Officers and Terms of Office. The governing body of the Society shall be the Executive Council. The voting members of the Executive Council shall consist of the President, the President-elect, the chair of the Diversity, Equity, and Inclusion Committee, and six at-large members. Non-voting members shall consist of the immediate past President, the Managing Director, the Secretary-Treasurer, the editor(s) of the Journal of the Civil War Era, the Communications Director, and the chairs of the Early Career Committee and the Graduate Council.Other committee chairs, members, and guests may be invited to attend board meetings at the invitation of the President. Officers begin their terms on July 1 of even numbered years. The President and President-elect shall each serve one two-year term. The six at-large members of the Executive Council shall serve staggered four-year terms, with three members cycling off every two years. Council members may not serve consecutive terms. The Managing Director shall serve one four-year term with the possibility of renewal for a length of time set by the Executive Council. The Secretary-Treasurer and the Communications Director shall each serve one four-year term with the possibility for renewal. Terms for the Secretary-Treasurer and Communications Director should be staggered when possible. Section 2. President. The President shall have general management of the business of the organization. They shall preside at all meetings of the members and the Executive Council and appoint, in consultation with the Executive Council, all committees, including, but not limited to, the Tom Watson Brown Book Prize jury, the Diversity, Equity, and Inclusion (DEI) Committee, the Outreach Committee, the Program Committee, and the Conference Committee for the bi-annual conference. They shall also appoint, in consultation with the Executive Council, two members of the editorial board of the Journal of the Civil War Era. The President shall be the chief executive officer of the organization and shall see that all orders and resolutions of the Executive Council are carried into effect. The President shall be a member “ex officio” of all appointed committees except prize and award committees. Section 3. Managing Director. The Managing Director shall be appointed by the President with the approval of a 2/3 majority of voting members of the Executive Council. The Managing Director will coordinate the main administrative business of the Society. They will plan the annual Watson Brown dinner at the Southern Historical Association meeting and will work with the Conference Committee to coordinate the biannual meeting of the Society. The Managing Director also will take minutes at all Executive Council meetings. All duties expected of the Managing Director shall be stipulated by the President and Executive Council at the time of appointment. Section 4. Secretary-Treasurer. The Secretary-Treasurer shall be appointed by the President with approval of a 2/3 majority of voting members of the Executive Council. The Secretary-Treasurer, in consultation with the Executive Council, shall be responsible for the collection and disposition of all funds due to or collected by the Society. The Secretary-Treasurer shall sign checks and pay all financial obligations from society funds. The Secretary-Treasurer shall keep a record of all receipts and disbursements and render a financial report to the Executive Council upon request. The Secretary-Treasurer shall submit the records for a financial audit and also submit to the Executive Council a complete financial statement at the close of the fiscal year. The Secretary-Treasurer will coordinate with the University of North Carolina Press (or its contracted partners) in matters relating to membership. Section 5. The Communications Director shall be appointed by the President with approval of a 2/3 majority of voting members of the Executive Council. The Communications Director will coordinate the newsletter, Society website, social media, and publicity, including posting announcements from members of the Executive Council. They may delegate responsibility for these functions to other members. Section 6. Nominations. The Nominations Committee shall be responsible for nominating candidates for President-Elect and at-large members of the Executive Council. The Nominating Committee shall consult with the membership before determining nominations. The Nominating Committee shall nominate one presidential candidate. The Committee shall produce a slate of candidates for the Executive Council that must include at least one more candidate than can be elected to fill the open positions. All elections shall be completed by May 1 in even-numbered years. Section 7. Elections and Voting. All individual members of the Society are eligible to vote for elected offices. The election of President-elect and at-large members of the Executive Council will be conducted either by mail or electronic ballot and administered by the Managing Director. Ballots shall include the option to write in candidates for each position. The candidate or candidates receiving the largest number of votes of those cast shall be elected. Ties shall result in a run-off election. Section 8. Removal and Vacancies. Any officer may be removed from their office by the vote of two-thirds majority of voting members of the Executive Council, with or without cause, and no officer shall be granted any contractual right to office. If there is a vacancy among the officers of the corporation by reason of death, resignation, or otherwise, such vacancy if in the office of President shall be filled for the unexpired term by two-thirds majority of voting members of the Executive Council. In the case of the temporary absence of the President, an acting President would be named by majority vote of the voting members of the Executive Council. Article VI: MEETINGS AND PROGRAMS Section 1. Annual Meeting of Society. An annual Tom Watson Brown Book Award and banquet of the Society shall be held in conjunction with the Southern Historical Association convention. The time and place of the banquet shall be determined by the Managing Director, in consultation with the President and Executive Council. In addition, an annual business meeting of the Executive Council shall be held in conjunction with this program. The time and place of the business meeting shall be determined by the President in consultation with the Executive Council Members. Section 2. Conference Meetings. The Society will organize conferences, normally every two years, for the purpose of presenting and discussing work related to the American Civil War. The work presented at this meeting shall be determined by a program committee appointed by the President. The time and place of the conference shall be determined by the President and Executive Council in consultation with the Managing Director. Section 3. Special Meetings of Members. Special meetings of members may be called at any time by the President and shall be called at any time upon the written request of FOUR (4) Executive Council members. Only such subjects as shall have been announced in the call for a special meeting shall be considered at such meeting, but a call may be issued for a special meeting to transact general business and, at such meeting, any matter may be considered and acted upon. Section 4. Quorum and Voting of Members. A majority of the voting members of the Executive Council shall constitute a quorum for conducting business at any general or special meeting of members duly called. Except as otherwise provided by law, a majority vote of voting members in attendance shall be sufficient to carry all motions requiring a vote at a general or special meeting. Executive Council Members may participate by teleconference as part of the quorum. Section 5. Notice of Meetings. Thirty (30) days notice of the annual Tom Watson Brown Award banquet shall be given to the members. Notice shall be given of all regular meetings of the Executive Council and all special meetings of the Executive Council or of the members by the Managing Director to all members of the Executive Council or members, as the case may be, at least five (5) days prior to such meeting, and such notice shall set forth the purposes of such meeting. Article VII: COMMITTEES Section 1. The President shall appoint the chairpersons of all committees excepting the awards and prize committees no later than August 1 in the year of the President’s election. Selections for committees and all Advisory Board and committee processes shall be undertaken with due consideration of the Society’s Statement on Diversity, Equity, and Inclusion (see Appendix 2). All committee members should be members of the SCWH at the time of their appointment. Section 2. Appointed Committees a) The Tom Watson Brown Book Award Committee. The President will appoint the chair of the jury. The chair and the President will appoint the remaining two jurors. The functions of this committee are described in the “Tom Watson Brown Book Award Guidelines.” (See attached) b) The Anne Bailey Dissertation Prize Committee. The President will appoint the chair of the jury and, in consultation with the chair, appoint the remaining two jurors. c) The Selection Committee for Best Graduate Student Paper (delivered at the biennial conference). The President will appoint the chair of the jury and, in consultation with the chair, the remaining two jurors. The committee will announce the winner at the opening plenary session of the conference. Committee members will serve for a single conference. d) The Program Committee. The President will appoint the chair and, in consultation with the chair, the other members of the Program Committee, which shall include a chair and at least four other members, including one member of the Diversity, Equity, and Inclusion Committee. The Program Committee will coordinate with the President and Managing Director in creating a schedule of panels, workshops, plenary lectures, and other features for the biannual meeting. e) The Conference Committee. The President will appoint four-to-six members to a Conference Committee. Both the President and the Chair of the Program Committee shall also serve on this committee. The Committee will work with the Managing Director to develop plans for conferences, including but not limited to staffing the conference and organizing informational materials and off-site events. f) The Nominations Committee. The Nominations Committee shall solicit from the membership nominations for President-elect and the Executive Council and ensure that nominated individuals are willing to run. The President will appoint the chair—a member of the current committee—and in consultation with the chair an additional four members, including at least one from the Diversity, Equity, and Inclusion Committee. Members will serve two-year terms. g) The Membership & Outreach Committee. The Membership Committee will collect data on the membership, consult with the Executive Council on membership issues, and recruit members to the Society. The President shall appoint the chair and, in consulation with the chair, the other members of the Committee, which will consist of one at-large member and representatives from the Diversity, Equity, and Inclusion Committee; the Graduate Council; and the Early Career Committee. Members will serve four year terms. The chair will serve a four year term, two as Chair and two as a regular member. h) The Diversity Equity, and Inclusion (DEI) Committee. The DEI Committee shall be responsible for recommending policies and bylaws changes related to DEI matters to the Executive Council. The President shall appoint the chair and, in consulation with the chair, the other members of the Committee. The chair of the DEI committee shall be a voting member of the Executive Council. Members will serve four year terms. The chair will serve a four year term, two as Chair and two as a regular member. i) Early Career Committee. The ECC shall be responsible for creating professional programming and advocating for those early in their careers, defined as anyone up to 10 years out from the terminal degree or under the rank of associate professor. It will consist of a Chair appointed by the SCWH President and five at-large members, to be chosen by the Chair in consultation with the SCWH President. At-large committee members will serve four-year terms and are not eligible for re-election. The Chair will be selected from members entering the third year of their terms. The Chair will serve as a non-voting member of the Executive Council. j) Graduate Council. The Graduate Council shall be responsible for providing professional development programming and advocating for graduate student members. It will consist of a Chair appointed by the SCWH President and five at-large members, to be chosen by the Chair in consultation with the SCWH President. At-large committee members will serve two-year terms and are not eligible for re-election. The Chair will be selected from members entering the second year of their terms. The Chair and at-large Committee members must be enrolled in a masters or doctoral program by the time their terms begin. The Chair will serve as a non-voting member of the Executive Council. Article VIII: DISTINGUISHED SERVICE RECOGNITION The Executive Council may recognize at the biennial conference members of the Society for their distinguished service to the Society or to the field of Civil War era studies. Nominations may be initiated by the Council or submitted by members of the Society. Nominations should consist of a one-page letter describing the nominee’s contributions and, when possible, a CV. Article IX: AMENDING BYLAWS Amendments to the bylaws may be proposed by individual Society members, ad hoc committees of Society members, or members of the Executive Council. Proposals should be submitted to the President electronically at least one month prior to the regular or special Executive Council meeting at which the amendment will be considered. If approved by a majority of the votes cast by the Executive Council, the amendment will be submitted to the Society membership. If a majority of the votes cast by members approve the amendment, it will become part of the bylaws immediately. Approved on October 19, 2022
Signed _________________________________________ Lesley J. Gordon, President
_________________________________________ Jason Phillips, President-Elect POLICY STATEMENTS Membership on the Executive Council and Society committees shall be limited to Society of Civil War Historians members in good standing. APPENDIX ONE: TOM WATSON BROWN BOOK AWARD GUIDELINES The Tom Watson Brown Book Award will recognize an outstanding scholarly book on the causes, conduct, and effects, broadly defined, of the Civil War. All genres of scholarship within the field will be eligible, including, but not exclusive to, monographs, synthetic works presenting original interpretations, and biographies. Works of fiction, poetry, and textbooks will not be considered. Jurors will consider nominated works’ scholarly and literary merit as well as the extent to which they make original contributions to our understanding of the period. Books written by sitting Presidents and by members of the book award jury are ineligible for consideration. Council members with books eligible for nomination will not participate in discussions related to the award and the jury. PROCESS AND TIMELINE: The President of the Society, in consultation with the Executive Council (except for those members with books eligible for nomination) will appoint the chair of the jury. The chair and the President will appoint the remaining two jurors. The makeup of the jury should reflect the diversity of the field. The chair of the Jury should seek consensus, although a winner can be determined by a 2-1 vote. Out of respect for all nominees, jurors are expected to maintain confidentiality regarding all aspects of their deliberations, although the chair will be asked to submit a report to the President and to the WB Foundation. The timeline for the process is as follows (for award made to a book published in 2009): March 31, 2009: Jury appointments complete. RESPONSIBILITIES: The process of drafting the call for nominations and distributing it through appropriate channels (H-Net, direct contacts with publishers, advertisements in selected journals) will be the shared responsibility of the President of the Society, the chair of the jury, the Communications Director, and the Executive Council. It will be the President’s responsibility to initiate and coordinate the call process. Nominated books will be sent directly to jury members by publishers or authors. The chair of the Jury is responsible for: –Consulting with the Society President on appointments. OTHER RESPONSIBILITIES: –The Society will cover all advertising and promotional costs. APPENDIX TWO: STATEMENT ON DIVERSITY, EQUITY, AND INCLUSION The Society of Civil War Historians is committed to fostering diversity, equity and inclusion in its organizational body, membership, and societal activities. Through its biannual conference, affiliated scholarly journal, partnerships, and other initiatives, the SCWH seeks to promote the expansive study of Civil War and Reconstruction history in an environment of scholarly respect and inclusion. These initiatives include, but are not limited to: 1. Permanently establishing a Committee for Diversity, Equity, and Inclusion (DEI). A representative of the committee will sit on the Program Committee to assist with recruiting panels for the biennial conference that reflect diversity in content and participation. In addition, the DEI chair will sit on the SCWH Executive Council as a voting member. The DEI Committee will also assist in making recommendations for future advisory boards and committee appointments with members of the organization who have expressed a commitment to addressing issues of diversity, equity, and inclusion in the organization and in the field more generally. 2. Creating awards and prizes that honor the legacies of those who have expanded the scope and breadth of Civil War history with attention to public and academic historians who reflect a commitment to diversity and equity. 3. Establishing partnerships with HBCUs, liberal arts colleges, community colleges, and public schools to enlarge outreach and inclusion beyond traditional academic venues. |