BYLAWS OF THE POPULAR CULTURE ASSOCIATION/AMERICAN CULTURE ASSOCIATION ENDOWMENT FUND
as adopted by the PCA/ACA Governing Board on October 7, 2008 and the PCA/ACA Endowment Board May 1, 2008
Article 1, Organization Name:
The name of the organization is the Popular Culture Association/American Culture Association (PCA/ACA) Endowment Fund and was chartered under the laws of the state of Ohio.
Article 2, Purposes and emergency use of the Endowment:
The purposes of the PCA/ACA Endowment Fund are 1) to develop and sponsor initiatives that encourage scholarship and promote the dissemination of knowledge and new perspectives in the study of American and popular culture, 2) to stimulate and support the internationalization of the fields of American and popular culture, broadly and inclusively conceived, 3) to encourage the collection and preservation of cultural artifacts and materials needed by scholars and historians for study, 4) to increase professional recognition and public visibility of the Popular Culture Association/American Culture Association and to enhance the members’ roles as public scholars connected to society and culture, and 5) to act as a safety net should the PCA/ACA face an emergency situation.
2.2 Emergency use:
The Endowment may be used–in difficult, extraordinary, and unforeseen circumstances (such as the terrorist attack, natural disasters, airline shutdowns, or boycotts) that could cause low attendance and resulting financial problems at the National meeting –as a rainy-day fund up to one third of its value in the event that financial problems overtake the PCA/ACA. To use the funds of the Endowment, the PCA/ACA Governing Board must request funds from the Endowment Board and the Endowment Board must approve the conditions for the amount, use, and return of the funds.
Article 3, Governance and Operational Structure:
3.1 Governance: The PCA/ACA Endowment Fund will be governed by the Endowment Board, which will set basic policy guidelines for the Endowment.
3.2 Composition of the Endowment Board:
3.2.1. Ex Officio Members:
The Endowment Board will be composed of the 1)the President of the PCA/ACA, 2) the Vice President and President-elect of the PCA/ACA 3) the Chairperson of the PCA/ACA Endowment and 4), five appointed individuals (see 3.2.2. below) who are members in good standing of the PCA/ACA. The Executive Director will sit as an Ex-officio member of the Board without vote.
3.2.2. Appointed Members:
The appointed members will be chosen by a committee composed of A) the President of the PCA/ACA, B) the Vice President and President-elect of the PCA/ACA, C) and the Chairperson of the PCA/ACA Endowment. The term of office is three years with reappointment for another three years possible. Before an individual may serve a third term, a hiatus of three years is required.
3.2.3. Counselors to the Endowment Board:
The Chairperson of the Endowment Board may invite individuals to attend the meeting as Counselors to the Board. This honor may be bestowed by virtue of these individual’s position in the PCA/ACA or individuals who have or will have the potential to be of benefit to the Endowment. They will not have a vote on Board issues, and may be excluded for reasons listed in 4.1.below.
3.3 The Executive Director:
The Executive Director of the PCA/ACA will be the Chief Fiduciary Officer of the Endowment and handle the day-to-day operations of the Endowment. The Executive Director will also be responsible for the investments of the Endowment and will perform this function in consultation with the Endowment Financial Steering Committee which is composed of the Executive Director of the PCA/ACA, the Chairperson of the Endowment, and the Vice President and President-electsubject to the general policies established by the Endowment Board.
Article 4, Endowment Board Meetings:
4.1 Governance Meetings:
The Chairperson of the Endowment Board will schedule a meeting of the Endowment Board during the Annual National Conference of the PCA/ACA and make the time and place generally available to the Endowment Board. All meetings are open to all PCA and ACA members unless the Endowment Board, by simple majority, votes to close the meeting for discussion of personnel matters, legal matters, or other matters that require confidentiality.
4.2 Virtual Meetings:
When appropriate, the Chairperson of the Endowment may call a virtual meeting of the Board to deal with specific problems. These meetings need not be open to the general membership of the PCA or ACA membership. These meetings may be synchronous and asynchronous.
4.3 Quorum Requirements:
A quorum will consist of fifty percent plus one of the filled positions as delineated in section 3.2 above, and is required for any action at either the annual meeting or in a virtual meeting. When a quorum is achieved, unless otherwise indicated in the Bylaws, a simple majority vote of those present is required for adoption of resolutions and action items.
4.4. Remuneration for Endowment Board members:
Members of the Board, including the Chairperson of the Endowment Board, may not be financially compensated for their work on the Board or reimbursed for any expenses incurred from Endowment funds.
Article 5, Dissolution:
If the PCA/ACA ceases activity and folds as organizations, the money in the Endowment will be donated to another non-profit organization to be designated by the Executive Director of the PCA/ACA in consultation with the Chairperson of the PCA/ACA, and the President of the PCA/ACA.
Article 6: Chairperson of the Endowment Board:
6.1. Selection of the Chairperson of the Endowment Board
The Chairperson shall be selected by the Endowment Board which may choose to appoint a sub-committee to perform this task. The Board must ultimately vote affirmatively for an individual to become Chairperson.
6.2. Duties of the Chairperson of the Endowment Board
The Chairperson will 1) preside at Board meetings, 2) advise the Executive Director when requested on matters relating to the financial welfare of the Endowment Fund, 3) insure that fund-raising be a continuing process, 4) encourage professionalism in all the grants that the Endowment Fund makes 5) request the Executive Director to make a yearly financial statement that must be distributed in a timely manner to the rest of the Endowment Board and published in the Annual PCA/ACA Conference program.
6.3. Term of Office:
The Chairperson will be selected for a three year term and will assume office at the beginning of the PCA/ACA Annual National Conference. The Chairperson can serve up to two consecutive terms and following a hiatus may be selected again.
The Chairperson must be a member in good standing of the PCA/ACA.
6.5 Replacement of the Chairperson:
Should the Chairperson decline to serve, be unable to serve, or have been removed for cause, the President of the PCA/ACA and the PCA/ACA Executive Director will choose a new Chairperson of the Endowment from among the remaining members of the Endowment Board.
Article 7: Endowment Board Members:
7.1. Duties of Endowment Board members:
The Endowment Board members will 1) oversee the financial welfare of the Endowment Fund, 2) oversee that fund-raising be a continuing process, 3) oversee that the Endowment Fund makes all grants in a professional manner, 4) oversee that a yearly financial statement is produced and distributed in a timely manner, and 5) offer advice to the Chairperson of the Endowment Board.
7.2. Replacement of Endowment Board members:
Should it become necessary, the President of the PCA/ACA, the Chairperson of the Endowment Board, and the Executive Director of the PCA/ACA will be responsible for replacing those Endowment Board members.
Article 8: The Executive Director of the PCA/ACA:
The Executive Director of the Endowment will be the same person who is the Executive Director of the PCA/ACA. If the Executive Director is unwilling. or unable to serve, or is removed from office for cause, the next Executive Director will replace the previous Executive Director.
8.2. Duties of the Executive Director of the PCA/ACA:
The Executive Director is the sole Fiduciary Agent for the PCA/ACA Endowment and is enjoined to assure the financial health of the Endowment. The Executive Director will also 1) have day-to-day responsibility for the Endowment 2) serve as parliamentarian at Board meetings 3) insure that all grant programs are run in an equitable and efficient manner, 4) disperse, in a timely manner, all funds 5) insure that a financial statement is produced and printed each year in the program of the Annual National Conference, and file appropriate documents with federal and state agencies.
8.3Administrative costs of the PCA/ACA Endowment
The Executive Director of the PCA/ACA will pay for the administrative costs of the Endowment from PCA/ACA funds within the guidelines set by the PCA/ACA Board. The PCA/ACA may reimburse the Endowment Chairperson for expenses to 1) raise funds for the Endowment and 2) to administer the Endowment. These expenditures must be approved by the Steering Committee of the Endowment Board (see Section 3.3) and the Executive Director of the PCA/ACA prior to incurring the expense.
Article 9, Amendments to the Bylaws:
The bylaws may be amended by an affirmative vote of both a majority of 1) the Endowment Board and 2) the PCA/ACA governing Board. When amending the bylaws, the governing boards of the Endowment and the governing board of the PCA/ACA must receive the proposed amendment in writing (electronically or in hard copy) at least thirty days prior to consideration.
Implementation Provisions of the Endowment Bylaws above:
- If these Bylaws are accepted by both the PCA/ACA Endowment Board and the PCA/ACA Governing Board, they will take effect immediately.
- The current Chairperson of the Endowment Board’s first term will end on April 10, 2009.
- Once the three appointed members are chosen, a lottery will be held to determine the term of each individual. One individual will be selected for a one year term ending April 10, 2009, two individuals with a term ending, April 2, 2010, and two individuals with a term ending April 22, 2011.