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Constitution & ByLaws

CONSTITUTION OF THE POPULATION ASSOCIATION OF AMERICA, INC. (Revised August 2014)

ARTICLE I – Name

The name of this organization shall be the Population Association of America, Inc.

ARTICLE II – Objective

The Population Association of America, Inc. is a scientific, educational, and charitable corporation of the State of New York.  As set forth in its Certificate of Incorporation, its purposes are: “To promote the improvement, advancement, and progress of the human race by means of research with respect to problems connected with human population, in both its quantitative and qualitative aspects, and the dissemination and publication of the results of such research…”  To this end the Association proposes to hold scientific meetings; to stimulate research and promote high professional standards; to sponsor publications concerned with demography; to cooperate with other national or international organizations in the scientific study of population; and, in general, to participate in activities in harmony with the powers and objectives contained in its Certificate of Incorporation.

ARTICLE III – Membership

Upon due application, individuals and organizations may become members of the Association by such procedures as the Board of Directors shall provide from time to time.  Each organizational member shall be entitled to receive a set of all current Association publications.

ARTICLE IV – Board of Directors

Section 1. The Board of Directors shall consist of 12 elected Directors, the officers of the Association, and the immediate past President.  Four Directors shall be elected each year for a 3-year term.  No Director completing a 3-year term shall be eligible for re-election to the same office within a period of 3 years.

Section 2.  The Board of Directors shall meet at least twice a year, once during the annual meeting of the Association, once at a time other than an annual meeting of the Association, and otherwise at the call of the President or upon written petition of a majority of the members of the Board.

Section 3. At meetings of the Board of Directors, a quorum shall consist of one-half of the members.  In the absence of a quorum, the members may adjourn from time to time until a quorum shall be present.  Between its meetings the Board may be polled by mail or other means.  Except as otherwise provided by the Constitution or Bylaws, the Board shall act by a majority of those voting.

Section 4. The Board of Directors shall be responsible for the custody and administration of the property and funds of the Association and shall have full management and control of its affairs. Section 5. All actions taken by the Board of Directors shall be reported promptly to the membership of the Association through a regular publication of the Association or otherwise.

ARTICLE V – Executive Committee

Section 1. There shall be an Executive Committee of the Board of Directors, consisting of the officers of the Association.

Section 2. The Executive Committee shall confer at times determined by the President.  Meetings of the Executive Committee may be called by the President or by the Vice President when acting as President, or at the written request of any 3 members of the Committee.

Section 3. The Executive Committee shall exercise all of the functions of the Board of Directors between meetings of the Board, except that it may not make a single financial commitment involving more than 2 percent of the current annual budget, ratify an amendment to the Bylaws, appoint editors of publications, or dispose of ties in elections.  Actions by the Executive Committee require an affirmative vote by a majority of the entire Committee.

Section 4. All actions taken by the Executive Committee shall be promptly reported to the Board of Directors.

ARTICLE VI – Officers

Section 1. The officers of the Association shall be a President, a President-Elect, a Past President, a Vice President, a Vice President-Elect, and a Secretary-Treasurer.

Section 2. The President shall be the chief officer of the Association, subject to the Board of Directors.  The President shall preside at meetings of the general membership of the Association, the Board of Directors, and the Executive Committee.  Except as otherwise provided by a motion duly adopted at any meeting of the Board of Directors, the President shall sign for the Association all formal instruments and agreements and make an annual report of the affairs of the Association to the membership no less than once per year. The President shall be responsible for making all appointments of individuals to committee positions (including committee chairs) or as representatives to other scientific or learned societies that are expected to become vacant during the year following the President’s term of office or that become vacant unexpectedly during the President’s term of office.

Section 3. The President-Elect shall be responsible for planning the program of the annual meeting to be held during the following year.

Section 4. The Vice President shall assist the President in discharging the duties of that office in a manner specified by the President.  Likewise, the Vice President-Elect shall assist the President-Elect in discharging the duties of that office in a manner specified by the President-Elect.  At the option of the President-Elect, this assistance would include, but not be limited to, assisting with organizing the annual meeting during the following year.  In the temporary absence or disability of the President, the Vice President shall discharge the duties and exercise the powers of the President.

Section 5. The Secretary-Treasurer, subject to such regulation as may be prescribed by the Board of Directors, shall have the custody of the funds of the Association and shall also have charge of disbursement of its money.  The Secretary-Treasurer shall deposit the funds of the Association in such bank or trust company as may from time to time be designated by the Board, or may invest part of the funds as approved by the Board.  These financial responsibilities may be delegated to a business manager or other person, as designated by the Board.

Section 6. The Secretary-Treasurer shall make an annual report of the accounts of the preceding fiscal year.  Proper books of accounts shall be kept, and such books shall at all times be open to inspection by the members of the Board of Directors.  At each meeting of the Board, the Secretary-Treasurer shall, if called upon to do so, present an account showing in detail the financial status of the Association.  The annual report shall be communicated to the members of the Association in such form as may be determined by the Board of Directors.

ARTICLE VII – Committee on Publications

Section 1. There shall be a Committee on Publications consisting of 3 elected members, 1 member to be elected each year for a term of 3 years.  The persons with the longest service on the Committee shall chair the Committee.

Section 2. A meeting of the Committee on Publications shall be held at least once each year.  Other meetings may be called by the Chair of the Committee or on the written request of the President or any two members of the Committee.

Section 3. The Committee on Publications shall advise the Board of Directors of the Association with respect to editorial policy and financial, administrative, production, and distribution arrangements for all publications sponsored by the Association, and it shall nominate persons to fill the position of editor of the Association’s publications as such positions become vacant.

ARTICLE VIII – Nominating Committee

There shall be a Nominating Committee of 3 elected members to serve for 1 year.  The President of the Association shall designate 1 of the elected members to chair the Committee.  The duties of this Committee shall be to nominate candidates for the Board of Directors, officers except the Secretary-Treasurer, a member of the Committee on Publications, and members of the next Nominating Committee.  At least 2 candidates shall be nominated for each office to be filled by election.  Members of the Association may make additional nominations for any office to be filled by election, as provided in the Bylaws.  Any member of the Association in good standing is eligible for election to office.

ARTICLE IX – Appointive Committees

There shall be such other standing or temporary Committees as the Board of Directors or the President shall deem advisable.  The President shall appoint the Chair for each Appointed Committee except the Program Committee.  The duties of the committees shall be those assigned by the Board of Directors or the President.  At all meetings a quorum shall consist of a majority of the members of the Committee.  Each Committee shall submit a written report of its activities to the Board of Directors no less than once per year, and shall make progress reports at such other times as the President may request.  Brief reports of the activities of each Committee shall be communicated to the membership of the Association through a regular publication or otherwise.

ARTICLE X – Elections, Terms of Office, Vacancies

Section 1.  Members of the Board of Directors, officers except the Secretary-Treasurer, members of the Committee on Publications, and members of the Nominating Committee shall be elected by a ballot sent to all members of the Association, in accordance with the Bylaws.

Section 2.  The Secretary-Treasurer shall be elected by the Board of Directors for such term as it may establish.

Section 3.  In case any of the members of the Board of Directors, the Nominating Committee, or the Committee on Publications shall by death, resignation, or otherwise cease to be a member during the term for which elected, a successor shall be chosen by the Board of Directors to serve for the remainder of the unexpired term and until the election and qualification of a successor.  Any officer, Director, or Committee member may resign by a notice in writing to the Board of Directors.

Section 4.  The term of office for Directors and members of the Committee on Publications shall be 3 years, one-third to be elected each year.  The term of office for each officer and for members of the Nominating Committee shall be 1 year.  Terms of office are for the respective calendar year.

Section 5.  The Vice President shall succeed to the Presidency in the event that office becomes vacant.  The Vice President-Elect shall succeed the Vice President in case that office becomes vacant.  The Board of Directors shall fill any other vacancy in an elective office or committee membership, for the balance of the term, except as provided in Section 8 of this Article.

Section 6.  The President-Elect shall succeed to the office of President at the conclusion of the term of service as President-Elect.  The Vice President-Elect shall succeed to the office of Vice President at the conclusion of the term of service as Vice President-Elect.

Section 7.  A person who assumes office by virtue of succession or appointment shall not be barred from nomination to the same office, but a person who has served as President-Elect may not subsequently be elected to that office.

Section 8.  If the office of the President-Elect becomes vacant before October 1, it shall be filled by a special ballot of the membership, upon nomination by the Nominating Committee.  If the vacancy occurs on or after October 1, the incoming Vice President shall fill it and serve as President in the following year.

ARTICLE XI – Meetings of the Association

Section 1.  There shall be an annual meeting of the Association to be held on such dates and at such places as determined by the Board of Directors.

Section 2.  The meeting shall include a program of addresses, discussions, and other features and may be open to the public to the extent that, and under such terms and conditions as, the Board of Directors shall determine.  The annual meeting shall include a general membership meeting as a forum for open discussion of the affairs of the Association.

Section 3.  An announcement of the time and place of the annual meeting shall be communicated to the members of the Association at least 6 months before the date set.

Section 4.  Meetings of the Association shall be conducted according to Robert’s Rules of Order.

ARTICLE XII – Publications

Section 1.  The Association may issue publications from time to time at the direction of the Board of Directors.

Section 2.  The editor of any publications issued by the Association shall be appointed by the Board of Directors.

ARTICLE XIII – Initiative Referendum

Section 1.  If the Secretary-Treasurer receives, at least 30 days prior to the next meeting of the Board of Directors, a petition signed by at least 25 members of the Association, the subject of the petition shall be placed on the agenda for action by the Board of Directors no later than the next meeting of the Board.  The Board shall inform the signers of the petition and the membership as a whole of the action taken.

Section 2.  Any action by the Board of Directors that affects the policy or functioning of the Association shall be promptly communicated to the membership of the Association through a regular publication or otherwise.  If within 60 days of such publication the Secretary-Treasurer receives a petition signed by at least 25 members of the Association asking that the matter be referred to the membership, a vote of the membership shall be the responsibility of the initiating group, and the ballot shall be accompanied by a statement from the Board of Directors.  In such a referendum a majority of those voting shall govern, providing a majority of the eligible voters have voted within 60 days after the ballots are sent.

Section 3.  Similar action may be taken with respect to any matter covered in the annual report of the Board of Directors.

ARTICLE XIV – Bylaws

Section 1.  Matters of procedure that require administrative flexibility such as membership dues, the fiscal year of the Association, and the method of conducting ballots, shall be governed by the Bylaws, provided that these are not in conflict with the Constitution.

Section 2. New Bylaws or changes in existing Bylaws may be adopted by the Board of Directors.

ARTICLE XV – Amendments

Section 1. Amendments to this Constitution may be proposed by the Board of Directors or by petition signed by at least 25 members of the Association.  A proposed amendment originating by petition shall be referred to the Board of Directors for their recommendation at least 6 months prior to the next general membership meeting.  Such proposals, with the recommendation of the Board of Directors, shall be published in an official publication of the Association or otherwise communicated to the members at least 30 days before the next annual general membership meeting.  The amendment shall be presented for discussion at the general membership meeting of the Association.  Unless withdrawn by a majority of its sponsors, the amendment shall be submitted by mail or other means within 60 days thereafter to all members in good standing with a summary of the substance of the discussion at the general membership meeting.  If approved by at least two-thirds of those voting within 60 days after the ballots are sent, it shall become effective immediately on ratification, subject to necessary action by the President or the Board of Directors.

Section 2.  Not more than 8 years after adoption of this Constitution, the Board of Directors shall appoint a Constitution Committee for the purpose of reviewing the Association’s Constitution and Bylaws and preparing a revision if necessary, to be submitted to the membership not more than 10 years after the adoption of this Constitution.

ARTICLE XVI – Ratification

Section 1.  A revised Constitution becomes effective as of January 1 following ratification by the membership.

Section 2.  The Board of Directors is authorized to make administrative arrangements and adjustments needed to effect the transition from operation under the existing Constitution to that under the new Constitution.

ByLaws (Revised October 2009)

ARTICLE I — Membership

Section 1. Membership in the Association will begin with the month of processing an application and will extend for 12 months from that date. New members who wish to obtain publications issued prior to the month of processing of their membership may order them at prevailing rates. The Board of Directors may authorize the Secretary-Treasurer to reschedule the renewal of existing memberships to conform to a rotating dues year. Section 2. A member may resign from the Association by notifying the Secretary-Treasurer in writing. There shall be no refund of dues following a resignation. Section 3. Privileges of membership in the Association shall be suspended if a renewal payment has not been received within three months following the renewal month. Renewal notices for the member’s next year’s dues shall be sent out no later than three months prior to the expiration date. Suspended members may be reinstated upon payment of current dues.

ARTICLE II — Finances

Section 1. The fiscal year of the Association shall be the calendar year. Section 2. Membership dues and subscription fees shall be determined by the Board of Directors. The Board may establish special dues for students, joint members desiring to receive only one set of publications, and others. Section 3. The President shall be responsible for selecting either an independent auditor or an auditing committee to make an audit of the Association’s finances for the current fiscal year and transmit the audit to the Board of Directors with whatever comments and interpretations may be necessary. The report shall be included in the annual report of the Secretary-Treasurer. Section 4. In the event of dissolution of the Population Association of America, the Board of Directors shall, after paying or making provision for the payment and discharge of all the liabilities of the Association, distribute all of the assets of the Association exclusively for charitable, scientific, literary, and educational purposes to such organization(s) operated exclusively for charitable, scientific, literary, and educational purposes and qualifying as exempt organization(s) under Section 501(c)(3) of the Internal Revenue Service Code, as the Board of Directors shall determine. If the Board of Directors does not take such action, then the remaining property or assets shall be distributed to one or more nonprofit charitable, scientific, literary, and educational organizations having the power to engage in activities similar to those of the Association.

ARTICLE III — Place of Meeting

Meetings of the Association shall be held only at places where there is written assurance that no member will be denied full access to facilities of the meeting place.

ARTICLE IV — Election Balloting

Section 1. The report of the Nominating Committee shall be published in an official publication of the Association or otherwise communicated to the members of the Association by April 30. Additional nominations may be made within 60 days of the date of this publication or other notice by petition signed by at least 10 members and submitted to the Secretary-Treasurer. Section 2. The Secretary-Treasurer shall send, by August 31, the list of nominees for the various offices, with brief biographical sketches, to each member with a ballot for the election of officers, Directors, a member of the Committee on Publications, and members of the Nominating Committee. Ballots shall be sent to those members who are in good standing. Section 3. Members shall vote using online voting or by mail ballot (for members without an email address or upon member request). Votes cast online or mail ballots received by the Secretary-Treasurer within 60 days of the date of notification to the membership of the election shall be counted. The nominee(s) receiving the largest number of votes shall be declared elected. If a tie vote occurs, the choice shall be made by the Board of Directors. All nominees shall be notified promptly of the outcome of the election by the Secretary-Treasurer. The election results shall be communicated to the membership through the PAA website and the next issue of an official Association publication that carries news items.

ARTICLE V — Temporary Absence, Disability, or Conflict of Interest of Officers and Members of the Board of Directors

Section 1. In the event that a temporary absence, disability, or conflict of interest results in the inability of the President to perform some or all of the duties of the office, the Vice President shall exercise the powers of the President and discharge those duties during the period in which the President is unable to perform such duties. Should the Vice President be unable to discharge such duties because of temporary absence, disability, or conflict of interest, then the line of succession would be the President-Elect and then the Vice President-Elect. Section 2. Issues arise in which the PAA as an organization has a legitimate professional or scientific interest in taking some action. When an officer or member of the Board of Directors of the PAA stands to benefit or suffer loss directly as a consequence of PAA action on an issue, that officer or member of the Board has a conflict of interest. If an issue has come before the PAA for deliberation and possible action, it is the obligation of anyone who is acting in a formal capacity on behalf of the Association and who has a conflict of interest to identify that conflict of interest, abstain from discussion and any vote on the issue, and ensure that there is written documentation of that abstention.