Adopted February 2009
Article I — Purpose
Section 1. The purpose of the Historians of British Art (‘HBA’) is to foster communication and to promote the study and sharing of ideas among those engaged in any type of scholarship or other professional endeavor related to British art and architecture of every area and/or period. Such communication will be achieved through activities including, but not limited to research conferences, a newsletter, and a website.
Section 2. It is the purpose of these Bylaws to provide a plan of governance for the Historians of British Art consistent with its status as an Affiliated Society of the College Art Association of America.
Article II — Membership
Section 1. The membership of the Historians of British Art shall consist of those persons who have paid current annual dues or have been elected Honorary Members by dues-paying members of HBA.
Section 2. The membership shall control HBA through annual meetings and the election of a Board of Directors.
Section 3. Membership dues shall be set by the Board of Directors.
Article III — Voting
All members of the Historians of British Art shall be entitled to one vote.
Article IV—Board of Directors and Officers
Section 1. The general management of the affairs of HBA shall be vested in the Board of Directors.
a. The Board of Directors shall consist of the four officers listed below, and not fewer than six or more than twelve other members of HBA elected by the membership to achieve a balanced representation of its interests.
b. The immediate past president of HBA shall serve on the Board of Directors for no more than one four-year term.
c. If a vacancy occurs in the Board of Directors or among the officers, such vacancy may be filled for the unexpired term by the Board of Directors.
Section 2. The officers of the Historians of British Art must be members of HBA and shall consist of, but not be limited to the following:
a. A President, who shall organize and preside over board and business meetings, shall, subject to the control of the Board of Directors, have general management of the affairs of HBA including short- and long-term planning, and shall perform all the duties of incidental to the office.
b. A First Vice-President, who shall assist in organizing board and business meetings, participate in short- and long-term planning, and coordinate HBA’s affiliation with germane associations other than the College Art Association of America.
c. A Second Vice-President, who shall oversee membership development, organize special events to be held in conjunction with the annual meeting, and record minutes at board and business meetings for distribution to members at or before the next meeting.
d. A Treasurer, who shall maintain membership rolls, oversee collection of dues, and manage the budget.
Article V — Meetings
Section 1. The Historians of British Art shall hold a business meeting during the time of, and in the same city, as the College Art Association’s annual meeting, or at such time and place as a quorum of the membership shall agree upon at its last annual meeting. All members shall be notified of the time and place of the annual meeting at least four weeks in advance.
Section 2. Those members present in person or by proxy at the annual meeting shall constitute a quorum.
Section 3. An annual meeting of the Board of Directors shall be held within two days prior to the annual meeting of the members of HBA and at the same place.
Section 4. At meetings of the Board of Directors, a majority of the directors shall constitute a quorum.
Section 5. Any meeting of the Board of Directors at which all members shall be present, or of which notice shall be duly waived by all absentees, shall be valid for all purposes provided a quorum is present.
Article VI — Election of Board of Directors and Officers
Section 1. The Board of Directors shall be elected at the annual members’ meeting to serve for a term of four years or until their successors are elected. Each member of HBA shall be entitled to as many votes as there are vacancies on the board to be filled. Votes may not be cumulated. Candidates receiving the most votes cast shall be declared elected. No more than one-half of the Board of Directors shall be newly elected at any one meeting.
Section 2. Officers shall serve for a term of two years, at the end of which the First Vice-President shall become President and so on until the Treasurer, who shall be elected by the membership at the annual meeting. The candidate receiving the most votes cast shall be declared elected.
Section 3. Any officer may be removed from office at any time, without cause, by the affirmative vote of not less than three-fourths of the Board of Directors, or of not less than three-fourths of the current members.
Article VII — Committees
Section 1. The President shall have the power to appoint members to standing committees with the approval of the Board of Directors.
Section 2. Members or groups of members may form additional committees so long as the Chair and the Board of Directors are informed.
Article VIII — Bylaws
These Bylaws and subsequent amendments shall become effective as soon as they have been adopted by a majority of members of HBA present in person or by proxy at the annual meeting.
All matters not covered by these Bylaws shall be governed by Robert’s Rules of Order.