Proposed Amendments to CAAS Bylaws
(adopted 7 October 2007)

Current Bylaw, Article IV (“Board of Directors and Officers”):

Section 1. The Association shall be managed by its Board of Directors which shall consist of the Officers named in Section 2 plus chairs of Standing Committees. The privilege of attending meetings of the Board of Directors and participating in its debates, but not of voting shall be extended to past Presidents and past Treasurers of the Association, to Regional Representatives and to such other persons as the President and/or the Board of Directors may invite.

Proposed change: omit “to Regional Representatives.”

Rationale: according to Section 2 (see immediately below), Regional Representatives are members of the Board.

Section 2. The officers of the Association shall be President, First Vice President, Second Vice President, Executive Director, Program Coordinator, Treasurer, Secretary, Officer-at-Large, and Editor of Classical World, all of whom shall be members of the Board of Directors. The Board of Directors may appoint Regional Representatives according to need, an Archivist, and a Conference Coordinator, who shall be members of the Board of Directors.

Proposed change: replace “Conference Coordinator” with “Webmaster.”

Rationale: the office of Conference Coordinator has been subsumed into that of the Executive Director, and the Webmaster is now a separate position.

Section 3. Ten officers shall constitute the Executive Committee: the President, the First Vice President, the Second Vice President, the Secretary, the Executive Director, the Program Coordinator, the Conference Coordinator, the Officer-at-Large, the Treasurer, and the Editor of Classical World. The Executive Committee shall be authorized to act on the Board of Directors' behalf between meetings of the Board of Directors.

Proposed change: replace “Ten officers” with “Nine officers” and omit “the Conference Coordinator.”

Rationale: the office of Conference Coordinator has been subsumed into that of the Executive Director.

Section 6. The Executive Director, the Secretary, the Treasurer, the Conference Coordinator, the Program Coordinator, and the Archivist by reason of the special services which they render to the Association, shall severally be appointed by the Board of Directors for three-year, renewable terms, subject to annual review by the Board of Directors. The Editor of Classical World shall be appointed by the Board of Directors and serve for a five-year, renewable term, subject to annual review by the Board of Directors.

Proposed change: replace “the Conference Coordinator” with “the Webmaster.”

Rationale: the office of Conference Coordinator has been subsumed into that of the Executive Director, and the Webmaster is now a separate position.

Current Bylaw, Article V (“Elections”):

Section 1. All officers shall be elected at a Business Meeting of the Association.

Proposed change: The President, First Vice President, and Second Vice President shall be elected at a Business Meeting of the Association.

Rationale: Article IV.6 stipulates that the other officers are appointed by the Board of Directors.

Current Bylaw, Article VI (“Meetings”):

Section 3. Announcements of meetings shall be mailed directly to all members, and shall be published in Classical World.

Proposed change: Announcements of meetings shall be sent to all members and shall be published in Classical World.

Rationale: to allow the use of an email list or some other electronic method when and if it is determined that this would reach the entire membership.

Current Bylaw, Article VII (“Powers and Duties of Officers”):

Section 1. The Officers shall severally perform duties as follows:

The Vice Presidents: (a) shall share between them the duties of the President, when through incapacity or death the President is unable to perform these; (b) shall perform such other tasks as the President may assign from time to time.

Proposed change: Add the following sentence: “In addition, the First Vice President shall act as chair of the Finance Committee.”

Rationale: to reflect current practice.

The Executive Director: (a) shall maintain continuity in the Association by advising the officers, the Executive Committee, and the Board of Directors of previous decisions and past procedures; (b) shall be responsible that the Association, its officers, and its members abide by the Bylaws and other regulations that the Association may decide upon; (c) shall ensure that the Association is in compliance with all pertinent local, State and Federal regulations; (d) shall edit and produce a CAAS Newsletter; (e) shall serve as webmaster for a CAAS website; (f) shall provide support for the Program Coordinator, the Conference Coordinator, and various committees. As compensation for these extensive duties, the Executive Director shall receive an annual stipend whose amount and terms shall be determined by the Finance Committee and approved by the Board.

Proposed change: replace the entire paragraph with the following: “The Executive Director shall (a) serve as the official representative of the Association; (b) maintain continuity in the Association and ensure compliance with all rules and regulations; (c) coordinate all meetings of the Association; (d) perform such other duties as the Regulations specify.”

Rationale: to reflect the current responsibilities of the Executive Director and to render descriptions of the officers' duties brief and general, while giving the details in a list of "Regulations and Operating Procedures," where they can be changed when and if the Board finds that necessary.

The Treasurer: (a) shall receive all payments to the Association and shall deposit them in the Association's name; (b) shall pay all obligations the Association incurs; (c) shall keep a careful record of all transactions; (d) shall supervise the Association's investments; (e) shall be responsible for an audit of the Association's accounts each year; (f) shall report on the Association's financial condition to the Board of Directors.

Proposed change: replace the entire paragraph with the following: “The Treasurer shall (a) carry out all banking functions for the Association; (b) maintain the Association's financial records and produce periodic financial reports for the Board; (c) prepare and submit reports and forms as required by state and federal law; (d) perform such other duties as the Regulations specify.”

Rationale: to reflect the current responsibilities of the Treasurer and to render descriptions of the officers' duties brief and general, while giving the details in a list of "Regulations and Operating Procedures," where they can be changed when and if the Board finds that necessary.

The Conference Coordinator: (a) shall expedite long range planning for convention dates and locations; (b) shall research in timely fashion locations, hotels, universities, schools suitable for meetings; (c) shall secure in a timely fashion space and price commitments; (d) shall report regularly to the Board of Directors and the Executive Committee.

Proposed change: omit the entire paragraph.

Rationale: the office of Conference Coordinator has been subsumed into that of the Executive Director.

Current Bylaw, Article IX (“Committees”):

There shall be such committees as the Board of Directors shall determine, but the President may appoint committees for short periods until the Board has an opportunity to act.

Proposed change replace the entire paragraph with the following:

Section 1. There shall be a Finance Committee consisting of the President, the Treasurer, the Executive Director, the First Vice President, who will act as chair, the Second Vice President, and the Officer at Large. At the discretion of the President, others may also be invited to attend meetings of the committee.

Section 2. There shall be other committees as the Board of Directors shall determine, but the President may appoint committees for short periods until the Board has an opportunity to act.

Rationale: to reflect the existence of the Finance Committee and current practice regarding its membership.

Current Bylaw, Article XI (“Amendments”):

These Bylaws may be amended at any Business Session of the Association, provided that the proposed amendment(s) shall have been presented to the members in printed form no later than the call to that meeting either in conjunction therewith or separately. A two-thirds vote of all the members present and voting shall be necessary for passage.

Proposed change: replace “in printed form no later than the call to that meeting either in conjunction therewith or separately” with “sent to the membership and posted on the Association's web site no later than the call to that meeting either in conjunction therewith or separately.”

Rationale: to reflect the fact that CAAS now has a working web site and to allow the use of an email list or some other electronic method when and if it is determined that this would reach the entire membership.

Proposed Change: add a document separate from the Bylaws, which reads as follows:

REGULATIONS AND OPERATING PROCEDURES

Section 1 - Officers

The Executive Director shall: (a) maintain continuity in the Association by advising the officers, the Executive Committee, and the Board of Directors of previous decisions and past procedures, keeping lists of officers and committee members along with terms of office, and the like; (b) see to it that the Association, its officers, and its members abide by the by-laws and other regulations that the Association may decide upon; (c) work with the CAAS Treasurer to ensure that the Association is in compliance with all pertinent local, State, and Federal regulations; and serve as a member of the CAAS Finance Committee; (d) serve as the official representative of the Association, which involves maintaining an Association mailing and email address, serving as official "signer" for CAAS, and serving as the official representative of CAAS for certain business aspects of Classical World; (e) edit and produce a CAAS Newsletter; (f) act as Conference Coordinator for meetings of the Association, which involves choosing and negotiating with hotels and managing meeting details, and, in the case of the annual meeting, managing conference preregistration and on-site registration; (g) act as a liaison with the Program Coordinator in preparation for the annual meeting of the Association; (h) work with the Philosophy Documentation Center on issues related to CAAS (membership, subscriptions, etc).

The Treasurer shall: (a) pay bills and deposit funds (registration fees, dues, donations, etc) in the Association's name; (b) keep records consistent with Board requirements; (c) produce reports for Board meetings; (d) work with the editorial office of Classical World in preparing and mailing quarterly billings to CW advertisers and following-up to ensure payment, maintain a sufficient balance in the postal account used by the printer, and pay bills as directed by the editorial office; (e) when requested, send the tax accountant the year's deposit slips, canceled checks, investment reports, and bank statements; (f) maintain records for the Board of the current investment profile, approve trades and other actions suggested by the investment broker, and conduct periodic reviews of investments for the Board; (g) maintain the Association's sales-tax exempt status, purchase large items for CAAS in tax-free states if the office is in a taxed locale, and maintain credit cards for officers.

Rationale: to keep the Bylaws brief and general and to reserve details for a list of "Regulations and Operating Procedures," where they can be changed when and if the Board finds that necessary.