BYLAWS OF THE POPULAR CULTURE ASSOCIATION/AMERICAN CULTURE ASSOCIATION

As adopted by the PCA/ACA Governing Board
February 1, 2008 and modified February 10, 2012

Article 1, Organization Name:

The name of this not-for-profit association shall be the Popular Culture Association/American Culture Association

Article 2, Purpose:

The purpose of the Popular Culture Association/American Culture Association (PCA/ACA) shall be to encourage and assist in the study of popular and American culture in all of its various forms and expressions by bringing together the various intellectual disciplines, academic and non-academic areas, that may deal with the subject, by fostering interdisciplinary and multidisciplinary research endeavors, and by encouraging interested persons to study and conduct research on Popular and American Culture and to belong to the association.  The association shall also work to promote and facilitate the internationalization of Popular and American Culture studies as well as its diversification and inclusion of all points of view and approaches to scholarship and teaching.

Article 3, Governance and Operational Structure:

3.1. Governance:
The PCA/ACA will be governed by the President of the Board of the PCA/ACA with the advice, assistance, and approval of the Governing Board as defined in 3.2 below. 

3.2 Composition of the PCA/ACA Governing Board:
The Governing Board is composed of the President of the PCA/ACA, the Vice President for Honors and Awards, the Vice President for Programming and Area Chairs, the Vice President for Curriculum and Instruction, and the Vice President/President elect, and twelve Board Members.  Only the Board members may vote.  The President of the PCA/ACA may vote to break ties.

Ex-officio members of the Board, without vote, include: the Executive Director of the Association, the Coordinator of the PCA/ACA Endowment Fund, the Editor of the Journal of Popular Culture, the Editor of the Journal of American Culture, the immediate past Board President, the three vice presidents, the Presiding Officer of the PCA/ACA Endowment Board, the PCA/ACA webmaster, the PCA/ACA Newsletter Coordinator, the PCA/ACA International Coordinator, and a graduate student appointed by the President of the PCA/ACA. The President of the PCA/ACA may also invite others to attend specific Governing Board meetings (without vote) for specific purposes.

3.3. The Executive Director:
The Executive Director of the Association will handle the day-to-day operations of the Association, subject to the general policies established by the Governing Board.

Article 4, Governing Board Meetings:

4.1. Annual Meeting at the National Conference:
The President of the PCA/ACA is required to schedule a meeting of the Governing Board during the Annual National Conference and make the time and place generally available to the Governing Board members and the PCA/ACA membership.  All meetings are open to all PCA/ACA members unless the Governing Board, by simple majority, votes to close the meeting for discussion of personnel matters, legal matters, or other matters that require confidentiality.

4.2. Meetings other than at the National Conference
The President of the PCA/ACA may call a single meeting during the year at a regional PCA/ACA meeting to discuss PCA/ACA issues.  Motions may be made, but all motions must be submitted to the entire board for vote either by email or mail.  Fourteen days must be allotted for votes and attempts must be made to ascertain that the individual has received notice of the issue to be voted upon. After fourteen days, Board members who have not voted are assumed to vote yes.

4.3. Virtual Meeting:
When appropriate, the President of the PCA/ACA may call a virtual meeting of the Board to deal with specific problems.  These meetings need not be open to the general PCA/ACA membership. These meetings may be synchronous and asynchronous.

4.4. Quorum Requirements:
A quorum will consist of seven members of the Governing Board with vote as defined in 3.2. above and is required for any action atany meeting of the Board.  When a quorum is achieved, unless otherwise indicated in the Bylaws, a simple majority vote is required for adoption of resolutions and action items.

4.5. Remuneration for PCA/ACA Governing Board members:
Elected Governing Board members may choose to be financially compensated for their work up to the cost of registration at the PCA/ACA Annual National Conference.  The Board President and vice presidents may also be compensated for expenses that directly relate to their duties up to an amount established by the Governing Board.  All expenditures of the President and the vice presidents must be reported in the annual report and generally made transparent.

Article 5, Relationships with Associated PCA/ACA Groups:

5.1. PCA/ACA Endowment Board:
When appropriate, the President of the PCA/ACA and Board members should solicit the views of the PCA/ACA Endowment Board and make working in cooperation with that organization a goal.

5.2. Regional PCA Organizations:

When appropriate, the President of the PCA/ACA and Board members should solicit the views of the Regional PCA/ACA organizations and make working in cooperation with those organizations a goal.

Article 6, Selection of Officers:

6.1 Nominating Committee:
Each year a Nominating Committee of at least three people shall be recommended by the President to the Governing Board for its approval.  The President will designate one of those chosen to chair the Nominating Committee.  Nominating committee members must be members of the PCA/ACA and may or may not be members of the Board.

6.1.1 This Committee shall ascertain which positions are vacant and solicit nominations, including self-nominations, for the various offices from among the membership.  Nominating Committee members are also able to nominate individuals for the various offices. 

6.1.2   By mid-February, through electronic or voice discussion, the Committee, after ascertaining whether a nominated individual will accept nomination, will produce a slate of nominees for the various offices.  The slate will include only one name for Board members and for the Vice Presidents for Honors andAwards, for Programming and Area Chairs and for the Vice President for Curriculum and Instruction. Two names shall be offered for the position of Vice President/President-elect of the PCA/ACA. The slate will be forwarded to the Executive Director, who will make available through the PCA/ACA website, the names of those chosen along with a short statement written by the nominee for Vice President/President elect.  The Executive Director is responsible for conducting the election. 

6.1.3 The final slate of candidates forwarded to the PCA/ACA membership by the Nominating Committee should be inclusive and minorities, women, and other historically underrepresented groups, as well as members from graduate institutions, four year schools, and community colleges. The goal is produce boards and officers that typify the membership.           

6.2 Voting Procedure:
At the Annual National Conference, each registrant will receive one ballot.  On the ballot will be the names of the individuals nominated by the Nominating Committee and a provision for write-in votes.  Voting will be allowed from the opening of registration until 5:00 PM on Friday of the Annual National Conference.  The Executive Director will make provisions to have a group of PCA/ACA members count the ballots. The Executive Director will allow and facilitate absentee balloting electronically.

Article 7, President of the PCA/ACA:

7.1. Duties of the President of the PCA/ACA: 
The duties of the President of the PCA/ACA include: 1) Insuring the health and well being and growth of the Association, 2) Insuring the economic health of the organization, 3) Insuring that the bylaws of the Association are followed, 4) Insuring that funds are used and dispersed prudently and that independent financial audits are  performed annually and the results made available to the membership, 5) Insuring that the process for nominating and voting for the various positions is carried out in the prescribed manner, 6) appointing for two year terms a webmaster, a Newsletter Coordinator, and an International Coordinator subject to the approval of the Board, 7) Defining and appointing Board members to specific duties, 8)  insuring that the Board members and Vice Presidents complete the tasks assigned and report on their activities in a timely manner, 9) Appointing individuals to other positions as required,  10) Voting on measures when the Governing Board has a tie vote 11) chairing and setting the agenda for all governing board meetings 12) Working closely with the Executive Director on policy questions between Board meetings.

7.2. Term of Office:
The term of office for the President of the PCA/ACA is two years.  Presidents assume office at the end of the PCA/ACA Annual National Conference. Presidents may serve for one two-year term only, but can be elected for a second term after four intervening years.

7.3. Qualifications of the President of the PCA/ACA: 
To be Board Chairperson, an individual must have met the requirements delineated in 8.4 below at the time of selection to Vice-President-elect.

7.4. Replacement of the President of the PCA/ACA:
Should the President of the PCA/ACA decline to serve or be removed for cause, the Vice President/President elect of the organization shall assume the office of President and appoint one of the Board members or other Vice Presidents to be Vice President/President elect until another election can be held.

7.5. Removal of the President of the PCA/ACA:
The President of the PCA/ACA can be removed for not fulfilling the duties of the position (see 7.1. above).  At least four Governing Board members must sign a letter to be directed to the Executive Director calling for the removal of the President.  This letter must explain why the president should be removed.  Within ten days of the receipt of this letter, the Executive Director must send the letter to all Governing Board members and the extant President notifying them that such a petition for removal has been received.  The President will have fourteen days to respond and may send his or her response to the Executive Director who must insure that it is distributed to the members of the Governing Board.  Thirty days must transpire from the time that the Governing Board members receive the petition calling for the removal of the President of the PCA/ACA to the actual vote of the Governing Board.  Of the twelve voting Governing Board members, eight must vote affirmatively to declare the position of Board Chairperson to be vacant.

Article 8, Vice President/President Elect:

8.1 Duties of the Vice President/President elect:
The duties of the Vice President/President elect include: 1) serving the remainder of the President’s term if the President can not or is no longer willing to serve or is removed, 2) Becoming the President at the end of the extant President’s term, 3) Supporting the continued development of popular and American culture regional organizations as well as fostering greater cooperation and programming among regional PCA/ACA associations and between the National PCA/ACA and regional organizations. 4) The Vice President/President elect accepts general duties as requested by the President, 5) The Vice President/President-elect is a member of the Governing Board, without vote. 6) Offering advice and counsel to the extant President, and 7) Preparing to be President.
The Vice President/President elect holds a subordinate position to the President of the PCA/ACA and reports to the President. The Vice President/President-elect’s authority flows from the President of the PCA/ACA.

8.2. Term of Office:
The term of office for the Vice President/President-elect is two years, but an individual may be nominated again for a second term following four intervening years after leaving the position of President of the PCA/ACA.

8.3. Selection of the Vice President/President elect:
The Nominating Committee will forward two candidates, who meet the qualifications as defined below, for the office of Vice-President/President-elect to the Executive Director for inclusion on the ballot.

8.4. Qualifications for Vice President/President elect:
To be nominated for Vice President/President-elect, an individual must have been a member of the PCA/ACA for four of the previous seven years, and have been either a member of the Governing Board or have been an Area Chair for at least three years.

8.5. Replacement of the Vice President/President elect:
Should the Vice President/President-elect decline to serve or be removed for cause, the President shall choose, with the agreement of the Governing Board, another Vice-President-elect from among the members of the Governing Board or either of the other Vice Presidents.

8.6. Removal of the Vice-President-elect:
The Vice President/President elect may be removed for not fulfilling the duties (see 8.1. above).  At least four Governing Board members must sign a petition to be directed to the Executive Director calling for the removal of the Vice President/President elect. This petition must explain why the Vice President/President elect should be removed.  Within ten days of the receipt of this petition, the Executive Director must send the letter to all Governing Board members and the two other Vice Presidents, as well as the Vice President/President elect notifying them that such a petition is under consideration.  The Vice President/President elect will have fourteen days to respond and may send his or her response to the Executive Director who must insure that it is distributed to the members of the Governing Board and other Vice Presidents.  Thirty days must transpire from the time that the Governing Board members receive the petition calling for the removal of a Vice President/President elect to the actual vote of the Governing Board.  Of the twelve voting Governance Board members, eight must vote affirmatively to declare the Vice President/President elect position to be vacant.

Article 9, Vice President for Honors and Awards, for Programming and Area Chairs and the Vice President for Curriculum and Instruction:

9.1 Duties of the Vice Presidents for Vice President for Honors and Awards, for Programming and Area Chairs and the Vice President for Curriculum and Instruction. 

9.1.1 Vice President for Honors and Awards
The duties of the Vice President for Honors and Awards include 1) the structuring, defining, posting on the web, and supervision of literary and film awards 2) to superintend and assure that the service and journal awards are being produced 3) the recruitment of individuals to assist in this process 4) to have the various awards produced and available at the various conferences, 5) to offer advice to the President and the Governing Board on issues related to the awards, and 6) to sit as a member of the Governing Board without vote.
The Vice President for Honors and Awards holds a subordinate position to the President of the PCA/ACA and reports to the President. The Vice President for Honors and Awards’ authority flows from the President of the PCA/ACA.

9.1.2 Vice President for Programming and Area Chairs

The duties of the Vice President for Programming and Area Chairs include: 1) choosing, supporting, replacing, and recruiting of Area Chairs, 2) fostering clear and succinct communication between and among the area chairs as well as between the area chairs and the President, Governing Board, and Executive Director 3) Insuring high quality papers and presentations 4) to offer advice to the President and the Governing Board on issues related to the area chairs, and 5) to sit as a member of the Governing Board without vote.
The Vice President for Programming and Area Chairs holds a subordinate position to the President of the PCA/ACA and reports to the President. The Vice President for Programming and Area Chairs’ authority flows from the President of the PCA/ACA.

9.1.3  Vice President for Curriculum and Instruction

The duties of the Vice President for Curriculum and Instruction include: 1) improving and developing curriculum for the study of popular culture, 2) improving instruction in popular culture studies, 3) creating, building, and maintaining a website devoted to improved curriculum and development 4) working with others to disseminate best practices in the teaching of popular culture, 5) to offer advice to the president and the governing board on issues related to the area chairs, and 6) to sit as a member of the governing board without vote.
The Vice President for Curriculum and Instruction holds a subordinate position to the president of the PCA/ACA and reports to the president. The Vice President for Curriculum and Instruction’s authority flows from the president of the PCA/ACA.

9.2 Term of Office:
The term of office for the Vice Presidents for Honors and Awards, the Vice President forProgramming and Area Chairs, and the Vice President for Curriculum and Instruction is two years. The Vice Presidents assume office at end of the PCA/ACA Annual National Conference. The term of office for The Vice Presidents referenced in 9.1.1, 9.1.2, and 9.1.3. is two years. The Vice President for Honors and Awards, The Vice President for Programming and Area Chairs and the Vice president for Curriculum and Instruction may be nominated for two consecutive two-year terms and after four intervening years, may be elected to subsequent terms on the same basis as originally elected.

9.3. Qualifications for the Vice President for Honors and Awards, and the Vice President for Programming and Area Chairs, and the Vice President for Curriculum and Instruction:
  
To be nominated for Vice President for Honors and Awards, and the Vice President for Programming and Area Chairs, and the Vice President for Curriculum and Instruction, an individual must meet the qualifications as listed in section 10.4 below.

9.4. Replacement of the Vice President for for Honors and Awards, and the Vice President for Programming and Area Chairs, and the Vice President for Curriculum and Instruction:

Should the Vice Presidents of for Honors and Awards, the Vice President for Programming and Area Chairs, and/or the Vice President for Curriculum and Instruction decline to serve or be removed for cause, the President of the PCA/ACA shall choose, with the agreement of the Governing Board, another PCA/ACA member as a replacement.

9.5. Removal of the Vice President for Honors and Awards, Programming and Area Chairs, and/or Curriculum and Instruction:

The Vice President for Honors and Awards, the Vice President for Programming and Area Chairs, and/or the Vice President for Curriculum and Instruction can be removed for not fulfilling the duties (see 9.1.1 or 9.1.2 above).  At least four Governing Board members must sign a petition to be directed to the Executive Director calling for the removal of the Vice President for Honors and Awards, the Vice President for Programming and Area Chairs, and/or the Vice President for Curriculum and Instruction This petition must explain why the Vice President for Honors and Awards, the Vice President for Programming and Area Chairs, and/or the Vice President for Curriculum and Instruction should be removed.  Within ten days of the receipt of this petition, the Executive Director must send the letter to all Governing Board members and the President of the PCA/ACA notifying them that such a petition is under consideration.  The Vice President in question will have fourteen days to respond and may send his or her response to the Executive Director who must insure that it is distributed to the members of the Governing Board and President.  Thirty days must transpire from the time that the Governing Board members receive the petition calling for the removal of the Vice President for Honors and Awards, the Vice President for Programming and Area Chairs, and/or the Vice President for Curriculum and Instruction before the actual vote of the Governing Board.  Of the twelve voting Governance Board members, seven must vote affirmatively to declare the position of Vice President for Honors and Awards, the Vice President for Programming and Area Chairs, and/or the Vice President for Curriculum and Instruction to be vacant.

Article 10, Members of the PCA/ACA Board:

10.1. Duties of Board Members:
The duties of the Board Members include: 1) Offering advice and counsel to the President of the PCA/ACA, 2) Accepting general duties as requested by the President of the PCA/ACA, 3)Performing specific responsibility as assigned by the President and such other specific activities that the President may assign 4) reporting when requested by the President on PCA/ACA activities assigned by the President 5) Writing and submitting a statement of the year’s activities to be delivered to the President and Governing Board thirty days prior to the annual meeting at the National Conference.

10.2. Term of Office:
The Board Members assume office at end of the PCA/ACA Annual National Conference. Board Members will be elected for three year terms.  Individuals may be re-elected for another full term.  After six consecutive years or two terms, (which ever is less) an individual is ineligible to serve.  Three years must transpire before an individual is eligible again. There is no limit on the number of three year terms that can be ultimately served.

10.3. Selection of Board Members:
The Nominating Committee will forward the same number of Board Member candidates as positions to be filled who meet the qualifications as defined below to the Executive Director for inclusion on the ballot.

10.4. Qualifications for Board Members:
Board members must have been a member of the PCA/ACA for a at least three years prior to their nomination.

10.5. Replacement of Board Members:
Should a Board Member decline to serve or be unable to serve, the President shall choose another individual who meets the qualifications for Board Member to complete the term of that individual.

Article 11, Area Chairs:

11.1. Duties of Area Chairs:
The duties of the Area Chairs include: 1) encouraging presentations and performances at the Annual National Conference that are both numerous and of high quality, 2) encourage different forms of expression and presentation, 3) supervise and support the panels and presentations at the Annual National Conference, and 4) and perform other duties as assigned by the President of the PCA/ACA.

11.2. Selection of Area Chairs:
The President of the PCA/ACA in close cooperation with the Vice President for Programming and Area Chairs shall appoint and reappoint Area Chairs.  This will be done in consultation with the Executive Director. The President may remove Area Chairs for cause.

11.3. Replacement of Area Chairs:
Should an Area Chair decline to serve or be unable to serve, the President of the PCA/ACA in close consultation with the Vice President for Programming and Area Chairs shall appoint another individual.

Article 12, Executive Director:

12.1. Duties of the Executive Director:
The duties and responsibilities of the Executive Director are enumerated in the official position description, but, in general, include:  1) implementing the general policies as developed by the Governance Board of the PCA/ACA, 2) the maintenance of the PCA/ACA budgets and the prudent expenditure of PCA /ACA funds, 3) having a yearly financial audit and publishing the results in the Annual National Conference Program and on the PCA/ACA website, 4) reporting on a regular and timely basis to both the President of the PCA/ACA  and the Governing Board on general developments, financial and personnel matters , 5) choosing the location and making arrangements for the Annual National Conference, 6) developing the program for the Annual National Conference and scheduling papers, presentations, and events, 7) overseeing and being the sole fiduciary agent for the Popular Culture Association/American Culture Association Endowment, 8) Monitoring the relationship between the Journal of Popular Culture editor and the editor of the Journal of the American Culture  and the publisher of those journals and others should they develop, 9) and appointing, supervising, and evaluating personnel supporting the position of Executive Director. All personnel appointed by the Executive Director report solely to the Executive Director and serve at the pleasure of the Executive Director.
           
12.2. Terms of Employment:

12.2.1.  Employer:
The Executive Director is employed by the Executive Director Oversight Committee (EDOC).  This Committee is composed of 1) the President of the PCA/ACA, 2) the Vice President/President elect, 3) the Vice President for Honors and Awards, 4) the Vice President for Programming and Area Chairs, and the Vice President for Curriculum and Instruction and the Director of the PCA/ACA Endowment.  The Committee is chaired by the President of the PCA/ACA.

12.2.2. Term of Office:
The term of office is five years.  The EDOC, however, may offer further five year commitments to the extant Executive Director.

12.2.3. Remuneration:
The Executive Director will be remunerated for his or her service. The remuneration determined through negotiations with the President of the PCA/ACA and must be approved by the EDOC.  The EDOC will present the results to the Governing Board.

12.2.4.1. Executive Director Staff
The Executive Director has sole responsibility for appointing personnel to staff position.  All personnel appointed by the Executive Director report solely to the Executive Director and serve at the pleasure of the Executive Director.

12.2.4.2. Remuneration of Staff
Staff remuneration will be set by the Executive Director subject to approval by the Board.

12.3. Selection of the Executive Director
The EDOC will act as the Appointments Committee and shall have the task of conducting a search for an Executive Director.  The search will be conducted in an open and honest manner with strict adherence to the proper procedures for selecting individuals for positions.  The EDOC may augment its membership for the appointments process. 

The EDOC acting as the Appointments Committee will report their recommendation to the Governing Board and the Governing Board may 1) reject the recommendation, 2) ask for more candidates or clarifications, or 3) accept the nomination.  The EDOC will then conduct final negotiations with the individual concerning conditions of employment and present the results of the negotiations as an information item to the Governance Board.

12.4. Replacement of the Executive Director:
Should the Executive Director decline to serve or be removed for cause, the EDOC will meet immediately and select an interim Executive Director.  This individual may be an officer of the PCA/ACA.  This person does not need to give up his or her PCA/ACA office during the selection process for a new Executive Director.  PCA/ACA officers, however, cannot hold the Executive Director position and a leadership position in either the PCA/ACA concurrently for more than one year.

12.5. Removal of the Executive Director:
The Executive Director may be removed for not fulfilling the duties delineated above (see 13.1).  At least four voting members of the Board must sign a letter to be directed to the Chairperson of the EDOC calling for the removal of the Executive Director.  This letter must explain why the Executive Director should be removed.  Within ten days of the receipt of this letter, the Chairperson of the EDOC (the President of the PCA/ACA) must send the letter to all of the voting members of the PCA/ACA Governing Board taking particular care that the Executive Director is notified that such a proposal is under consideration.  The Executive Director will have fourteen days to respond and may send his or her response to the Chairperson of the EDOC who must insure that it is distributed to the voting members of the Board.  Thirty days must transpire from the time that the voting members of the PCA/ACA Board receive the letter calling for the removal of an Executive Director to the actual vote by the voting members of the PCA/ACA Governing Board.  To be removed from office, eight voting members of the Board must vote affirmatively to declare the position of Executive Director of the PCA/ACA to be vacant.

Article 13, Annual National Conference:

The Association shall hold an annual conference.  Sites and dates for upcoming conferences will be announced to the membership as far in advance as possible.  The Executive Director in consultation with the President of the PCA/ACA and the Members of the Board shall determine the registration fees.  Presenters at the National Conference must be members in good standing of the Popular Culture Association or American Culture Association.

Article 14, PCA/ACA Publication:

14.1. Publications:
The PCA/ACA may sponsor journals and other scholarly and professional publications as the Governing Board decides. Publication of articles in the PCA/ACA publications is limited to subscribers.

14.2. Journal of Popular Culture and Journal of American Culture:

The PCA/ACA shall, in consultation with and with the approval of the Publisher, appoint an Editor, or Editors, for the Journal of Popular Culture and the Journal of American Culture for five-year terms, which may be renewed with the mutual agreement of the PCA/ACA and the Publisher.

Article 15, Amendment of the PCA Bylaws:

The Bylaws of the PCA/ACA may be amended by an affirmative vote of 7 members of the Governing Board, provided that such amendment (s) be submitted in writing to the full membership of the Governing Board at least one month before the date of the meeting of the Board at which the amendment is to be considered and discussed.  If submitted later than that time, the Governing Board will decide on an appropriate time to conduct a vote.  The Governing Board can also decide, by majority vote, to send amendment (s) to the membership in good standing for a binding vote.