Approved 10 April, 2014
Article I. Membership and Dues
Section 1. Membership is open to geographers with an active interest in Latin America. There shall be five classifications of membership: Individual, Organization, Student/Retiree, Latin American Resident, and Lifetime.
Section 2. All members shall pay an annual fee as set by the Board of Directors and ratified by a majority of the membership voting at the Annual Business Meeting.
Article II. Board of Directors
Section 1. The property and affairs of CLAG shall be managed by a Board of Directors (hereafter referred to as "the Board").
Section 2. The Board shall consist of nineteen members, elected by electronic vote by the total membership. One Board member shall be a student member, who must be a student at time of election, with the same rights and responsibilities as other Board members except with regard to serving on ad hoc evaluation panels involving student work. The members will serve a three-year term, and one-third of the membership will be replaced each year as of July 1.
Section 3. The Board shall have the following duties and responsibilities:
- It shall elect its own officers who shall also serve concurrently as officers of CLAG.
- It may establish standing and special committees as from time to time shall be deemed necessary.
- It may appoint a separate executive officer from other than the membership of the Board, with or without salary, and if with salary, fix that salary and other conditions of employment. The Board shall determine the individual's duties and define their authority to act for the Board.
- It shall provide for the planning, execution, financing, and evaluation of CLAG projects and programs, either independently or through the membership, or through other qualified and specially appointed persons, within budgetary limitations.
- It may establish, or cause to be established, such ancillary or auxiliary organizations as shall be deemed consistent with or necessary to the purpose of CLAG.
- It may establish an Executive Committee to consist of a Chairperson, a Vice-Chairperson, and at least two other Directors, to carry on such business of the Board as it may be authorized to do by the Board. The Executive Committee may not amend the ByLaws or Articles of Incorporation, assess or change the dues of the members, admit institutions as members or terminate their membership, elect officers of the Board, merge or dissolve CLAG, or perform such other acts as are prohibited by statute.
- It shall exercise all the powers of CLAG, and it may do all such lawful acts as are not prohibited by statute or the By-Laws or otherwise delegated in addition to the powers and authority expressly conferred upon it in these By-Laws.
- It shall hold meetings at such times and in such places as it shall determine. One such meeting of the Board shall be held in the Spring of each year and shall be called the annual meeting, for the purpose of nominating officers, reviewing the activities of CLAG, and transacting such other business as is appropriate. Special meetings of the Board shall be held whenever called by the Chairperson, or upon written request of three members of the Board. A majority of the Board shall constitute a quorum for the transaction of business. Notice of each Board meeting shall be given in writing to each Director and officers at least thirty (30) days prior to the date of such meeting, and a written statement of the business to come before the meeting shall similarly be delivered not less than fifteen (15) days before the date of the meeting. These requirements may be waived only by unanimous prior agreement of the Directors.
Article III. Officers
Section 1. The Officers of the Board, and concurrently of CLAG, shall be a Chairperson and a Vice-Chairperson who shall both be Directors, a Secretary, a Treasurer, an Executive Director, an Editor of the Journal of Latin American Geography, an editor of the CLAG Newsletter, and a Webmaster and Listserv Manager, who need not be Directors and may be one person. The Board may appoint such other officers, committees, and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as determined by the Board. The officers shall be eligible for re-election.
Section 2. The Chairperson and Vice-Chairperson shall be elected for a term of two years by a mail or electronic ballot of the Board and shall serve from July 1 to June 30 of the corresponding year. The Secretary and Treasurer shall be appointed by the Chairperson and shall serve concurrently with the Chairperson and Vice-Chairperson during their term in office. Officers of CLAG shall hold office until their successors are elected. Offices which fall vacant during the year shall be filled for the balance of the year by special election at the next Board meeting after the vacancy has occurred.
Section 3. Powers and Duties of Officers
- Chairperson: The Chairperson is the chief executive officer of CLAG, presides at meetings of the Board of Directors, is Chairperson of the Executive Committee if such Executive Committee is established, sees that orders and resolutions of the Board are carried into effect, executes bonds, mortgages, deeds, and other contracts on behalf of CLAG, is ex officio member of all standing committees of the Board, and has the general powers and duties of supervision and management usually vested in the office of president of a corporation, with the exception of those granted to the Executive Director. The Chairperson serves for two years.
- Vice-Chairperson: The Vice-Chairperson of the Board of Directors is nominated and elected from the Board's membership to serve a two-year term of office. The Vice-Chairperson performs the duties and exercises the powers of the Chairperson in the absence or disability of the Chairperson. Traditionally, the Vice-Chairperson of the Board becomes Chairperson of the Board upon completion of the latter's term of office.
- Executive Director: The duties of the Executive Director are: 1) to assist in the development of organization goals and priorities; 2) to consult with the Board of Directors on arrangements for the annual meeting and other programs; 3) to establish and/or maintain contacts with other appropriate professional organizations and funding agencies; 4) to provide secretarial and mailing assistance for organization business; 5) to maintain a permanent office to facilitate the flow of communication in the organization; 6) to maintain the stock of organization publications and when necessary service orders for them directly, or coordinate with the official distributor of the Journal of Latin American Geography; 7) to serve as a consultant to organization committees; 8) to file an annual report to the Board of Directors and general membership; and 9) to assist the Treasurer in maintaining CLAG's tax-exempt status. The Executive Director serves a three-year renewable term.
- Secretary: The Secretary is a member of the Board of Directors whose duties are the following: 1) to give notice of all meetings of the Board in accord with the provisions of the By-Laws or as required by law and shall keep minutes of such meetings; 2) be responsible for the corporate records of CLAG other than those of a financial nature, and have custody of the Seal of the Corporation and see that it is affixed to all documents requiring the Seal; 3) keep a register of all members of the Board, and perform all duties which usually pertain to the office of Secretary and such other duties as may be assigned by the Chairperson and by the Board. The Secretary serves a three-year renewable term.
- Treasurer: The duties of the Treasurer include: 1) to hold organization financial records and oversee the principal bank account; 2) to make payments as requested by the Executive Director or the Chairperson; 3) to have custody of CLAG funds and securities, keeping a full and accurate account of receipts and disbursements of CLAG, and deposit all monies and other valuable effects in the name and to the credit of CLAG in such depositories as may be designated by the Board; and 4) to maintain CLAG's tax-exempt status as a 503(c)(3) organization by submitting required information (e.g., form 990) to the Internal Revenue Service in a timely manner; 5) serve as Chair of the Finance Committee, which shall produce a two-year budget proposal for Board consideration at the Board's annual meeting. The Treasurer shall disburse the funds of CLAG as may be ordered by the Board, taking the proper voucher for each disbursement, and shall render to the Chairperson and Directors at regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial conditions of CLAG, following provisions in article V. The treasurer serves a renewable three-year term.
- Editor, Journal of Latin American Geography: The Editor of the Journal is appointed by the Chairperson with the advice of the Chair of the Publications Committee. The Editor's duties include: 1) to edit the Journal producing three editions per year (normally in March, June and October); 2) to keep adequate records of publication transactions, under the direction of Chairman of the Board and the Chair of the Publications Committee; 3) To work closely with the Publications Committee of the Board in carrying out the organization's principal publication activities; 4) To file an annual report on the activities of the Journal with the Board of Directors and CLAG members at the annual business meeting.
- Editor, CLAG Newsletter: The Newsletter Editor's duties include: 1) to collect and/or solicit items of news and information of interest to Latin Americanist geographers for the CLAG Newsletter; 2) To publish the Newsletter two times per year; 3) To provide electronic copy of the Newsletter to the Webmaster for posting on the CLAG site.
- CLAG Webmaster and Listserv Manager The duties of this officer include: 1) to maintain the CLAG webpages, adding materials that are provided to him/her by other officers; 2) to to maintain an up-to-date electronic listserv of members. This office may be held while serving in another of the previously-mentioned officer positions.
Article IV. Salaries and Compensation
Section 1. No Director shall receive any salary from CLAG for services as a Director.
Section 2. The Board may delegate to the Chairperson or to a separate executive officer, when appointed, the power to employ subordinate employees and fix their compensation within budgetary limits. All such appointments and conditions of employment shall be subject to approval of the Board.
Article V. Checks, Deposits, and Gifts
Section 1. All checks or demands for money and notes of CLAG shall be signed by such officer or officers as the Board shall designate.
Section 2. The Board may accept and administer on behalf of CLAG any grants, contributions, gifts, bequests, or devices for the general purposes or for any special purposes of CLAG.
Section 3. CLAG Chair, Vice-Chair, Executive Director, and Treasurer shall have signature authority over CLAG financial assets, and they shall relinquish such authority upon the end of their term.
Section 4. CLAG disbursements over $1,000 shall require two signatures.
Article VI. Fiscal Year
Section 1. The fiscal year of CLAG shall be from July 1 to June 30 and extend from July 1 to the following June 30 inclusive of both days.
Article VII. Records
Section 1. CLAG shall keep correct and complete books of record and account and shall also keep Minutes of the proceedings of its Board of Directors and the committees of the Board. It shall keep at the registered or principal office a record giving the names and addresses of its members. All books and records of CLAG may be inspected by any member or agent or attorney, for any purpose at any reasonable time, when requested in writing by its chief executive officer to the Chairperson of CLAG.
Article VIII. Use of Facilities
Section 1. Any research, service, or other facility of CLAG shall be made available to qualified scholars, investigators, and students, regardless of institutional affiliation, subject to such terms and conditions as the Board may determine.
Article IX. Limitation Upon Liability
Section 1. Except for the obligation to pay dues to CLAG as stipulated in Article I, members do not assume any responsibilities or liability either in their individual capacities or jointly, financially or legally, for any action taken by CLAG or its Board. No member or members of CLAG shall have any power or authority, individually or collectively, to act as agents for, or to make any commitments binding upon, any other member or members.
Article X. Rules of Order
Section 1. The most current edition of Robert's Rules of Order (revised) shall govern all parliamentary matters not specifically covered by the ByLaws.
Article XI. Amendments
Section 1. The ByLaws may be amended, except as otherwise limited by statute, by the affirmative vote of a majority of the members voting at the Business Meeting of CLAG, or by a mail or electronic vote if the Board shall so determine.
Article XII. Declaration of Non-Profit Organization Status
Section 1. The Conference of Latin Americanist Geographers is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these ByLaws. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 3. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XIII. Privacy Statement for Members Personal Information
Section 1. The Conference of Latin Americanist Geographers shall collect the necessary personal information of its members to facilitate the mailing of the Journal of Latin American Geography, and to operate the CLAGnet listserv.
Section 2. The personal information of CLAG members will not be shared with third parties, with the exception of the items listed in Section 1.
Section 3: These privacy policies may only be modified by a majority vote of all Board Members
Approved by CLAG Board of Directors, 10th day of April, 2014