CONSTITUTION AND BYLAWS

(Amended December 7, 2015)

Article I: NAME, OFFICE

Section 1. Name. The name of this organization shall be “The Society of Civil War Historians.” (the “Society”)

Section 2. Office. The Society of Civil War Historians shall be c/o Department of History, Florida Atlantic University, Boca Raton, Florida 33431, or such other location as from time to time shall be determined by the Advisory Board of the Society (the “Advisory Board”)

Section 3. Archives. The official Repository of the Society’s Archives is the George and Ann Richards Civil War Era Center, the Pennsylvania State University, 108 Weaver Building, University Park, PA 16802-5500.

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 Advisory Board 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 Advisory Board 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 Advisory Board.

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 Advisory Board, 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 Advisory Board.

Section 2. Resignations. A member may resign by filing a written resignation with the Executive Board 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 Officers and Terms of Office. The governing body of the Society shall be the Advisory Board. The voting members of the Advisory Board shall consist of the President, the President-elect, the immediate past President, the Secretary-Treasurer, the editors of the Society’s Newsletter and of The Journal of the Civil War Era, and three at-large members. The President and President-elect shall serve one two-year term. At-large members of the Advisory Board shall serve four-year terms and are eligible to serve for two (2) consecutive terms. All terms commence with the adjournment of the biennial meeting. Additionally, the director of the Richards Civil War Era Center will participate in board meetings as a non-voting member for the purposes of coordinating the business of the Society and its biennial conference.

Section 2. Nominations.
The Nominations Committee shall be appointed by the President in consultation with the Advisory Board and will be responsible for nominating candidates for President-elect and for the Advisory Board. The nomination for president-elect will be put forward for a vote of the membership in sufficient time for a vote to be taken before the biennial meeting at which the person assumes office. The committee will present candidates for the Advisory Board to the Board prior to the annual meeting at which they will be considered.

Section 3. Elections and Voting. All individual members of the Society are eligible to vote for President-elect. The election of President-elect will be made by mail or electronic ballot, administered by the Secretary-Treasurer, and the results announced at the annual business meeting. During the election, society members will have the option to write in a candidate. If that candidate receives fifty or more write-ins, a run-off election will occur. Said election will be decided by majority vote. Elections for the Advisory Board will be held at its annual meeting; election will be by majority vote of the voting members of the Advisory Board present at the meeting.

Section 4. Removal and Vacancies. Any officer may be removed from his/her office by the vote of five of the eight voting members of the Advisory Board, 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 vote of five of the eight voting members of the Advisory Board. 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 Advisory Board.

Section 5. President. The President shall have general management of the business of the organization. He/she shall preside at all meetings of the members and the Advisory Board and appoint all committees, including, but not limited to, the Nominations Committee, the Tom Watson Brown Book Prize jury, and the Program and Local Arrangements Committees for the bi-annual conference. He/she shall be the chief executive officer of the organization and shall see that all orders and resolutions of the Advisory Board are carried into effect. He/she shall be a member “ex officio” of all committees.

Section 6. President-Elect.The president-elect will be elected by the Society’s members two years prior to assuming the office of President.

Section 7. Secretary-Treasurer. The Secretary-Treasurer will be appointed by the President in consultation with the Advisory Board. The Secretary-Treasurer shall keep a record of proceedings at members’ meetings and at Advisory Board meetings, be responsible for the records of the Society and for sending correspondence, arrange for meetings and notify persons concerned with such meetings and with committee appointments and perform such other functions as are assigned by the President or the Advisory Board. In addition, the Secretary-Treasurer shall be responsible for the collection and disposition of all funds due to, or collected by the Society. He/she shall sign checks and pay all financial obligations. He/she shall keep a record of all receipts and disbursements and render a financial report to the Advisory Board upon request. He/she shall submit the records for a financial audit and also submit to the Advisory Board a complete financial statement at the close of the fiscal year. He/she shall perform all other duties as are incidental to this office.

Section 8. Newsletter Editor. The Editor will be responsible for editing and publishing the Newsletter.

Section 9. The Journal of the Civil War Era Editor. The Editor will be responsible for the editing and publishing of the Journal, including the various annual reports of the Society and other appropriate information.

Article VI: MEETINGS AND PROGRAMS

Section 1. Annual Meeting of Society. An annual program of the Society shall be held in conjunction with the annual Southern Historical Association convention. The time and place of the meeting shall be determined by the Secretary-Treasurer in consultation with the President. In addition, an annual business meeting of the Advisory Board shall be held in conjunction with this program. The time and place of the business meeting shall be determined by the Secretary-Treasurer in consultation with President and Advisory Board Members.

Section 2. Biannual Conference Meeting. Every two years a conference of the Society MAY be held for the purpose of presenting papers related to the American Civil War. The panels of papers 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 the Advisory Board.

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) Advisory Board 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 Advisory Board 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 shall be sufficient to carry all motions requiring a vote at a general or special meeting. Advisory Board Members may participate by teleconference and may submit proxies for voting.

Section 5. Notice of Meetings. Ten (10) days notice of the annual meeting shall be given to the members. Notice shall be given of all regular meetings of the Advisory Board and all special meetings of the Advisory Board or of the members by the Secretary-Treasurer to all members of the Advisory Board or members, as the case may be, at their respective addresses as recorded on the books of the Society 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. 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)

Section 2. Nominations Committee. A Nominations Committee will be appointed by the President during years in which elections will be held. The Nominations Committee will present nominees for the office of President-elect and for the Advisory Board. The Nominations Committee may include members of the Advisory Board and members of the Society.

Section 3. Program and Local Arragements Committees. The President, in consultation with the Advisory Board, will appoint the chairs to the program and to the local arrangements committees, and, in consultation with the chairs and Advisory Board, additional members of the program and local arrangements committees. These committees may include members of the Advisory Board and members of the Society.

Section 4. Eligibility to Serve. Only members in good standing of the Society may serve on a committee.

Article VIII: DISTINGUISHED SERVICE RECOGNITION

The President shall on occasion consult with past or present officers and other appropriate to designate any Society member or friend of the Society for his/her distinguished service to the Society or the field of Civil War History.

Article IX: AMENDING BYLAWS

Amendments to By-laws. These By-laws may be amended by a vote of five of the eight voting members of the Advisory Board.

POLICY STATEMENTS

1. Membership on the Advisory Board and Society committees shall be limited to Society of Civil War Historians members in good standing.

2. The Society of Civil War Historians does not ordinarily co-sponsor outside conferences nor provide funding for outside conferences.

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. Board 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 Advisory Board (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.
March 31, 2009: Call for nominations issued.
January 31, 2010: Nominated books must be received by Jurors.
August 1, 2010: Winner is announced.
November 2010: Award is made at SCWH banquet at SHA, where the winner will deliver a formal address to be published in Civil War History.
December 31, 2010: Final report submitted.
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, and the Advisory Board. 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.
–Setting specific deadlines for the jury’s deliberations.
–Initiating all communications with jurors and keeping copies of those communications and all others related to the Award for one year.
–Communicating the results to the WB Foundation, the President of the Society, and to the winner of the award.
–Submitting a final report to the WB Foundation and to the President of the Society on the number and types of books considered and the rationale for determining the winner.

OTHER RESPONSIBILITIES:

–The Society will cover all advertising and promotional costs.
–The editor of the Journal of the Civil War Era will coordinate the process of publishing the winner’s banquet address.