Article I – Name

1. This non-profit organization shall be called:

THE ROMANIAN STUDIES ASSOCIATION OF AMERICA.

Article II – Purpose

1. The main purpose shall be to foster and to advance Romanian Studies on the American continent, particularly in the United States and Canada. The association also encourages Romanian Studies research in a comparative context of European Studies.

2. Toward this end, the Association deems as its specific purposes: (a) to organize scholarly symposia in the various fields of Romanian Studies, as well as to meet yearly at the Modern Language Association’s National Conventions; (b) to finance, edit, and publish a professional journal; (c) to assist, when consulted, in establishing chairs, programs, and sections of Romanian Studies in American and Canadian universities; (d) to encourage the teaching of Romanian language, literature, civilization and culture at all levels; (e) to support other groups and individuals sharing an interest in the realization of the above goals; (f) to engage in any and all other activities as may be deemed necessary or expedient for the better realization of any of the foregoing purposes.

3. No activity of the Association shall be for the purpose of carrying on propaganda or otherwise attempting to influence or be influenced by any political agenda.

Article III – Membership

1. Any person or institution interested in the purposes of the Association shall be eligible to become a member.

2. There shall be four (4)  categories of members: regular members, life members, honorary members, and institutions.

3. Regular members shall be subject to such dues and other necessary fees as may be determined from time to time by the Executive Committee.

4. Any person or institution may become a member by full payment of annual dues for the calendar year in which her/his or its membership is to begin.

5. If a member resigns during any given year, her/his dues for the calendar year in which she resigns will be forfeited.

6. Between December 31 and March 15 of each year, each regular member shall pay to the Association’s Secretary/Treasurer an annual fee as dues, in an amount fixed by the Executive Committee. Timely payment of dues entitles each member to receive the biannual RSAA Newsletter and the current report for that year. All RSAA session participants must be members of the RSAA.

7. A member in default for two years shall be dropped from membership.

8. Prominent Scholars may be elected to honorary life membership by the Association on nomination by the Executive Committee, or at the suggestion of the membership.

9. Libraries and other organizations may become institutional members with the right to receive the Association’s publications, but without the right to vote or to participate in deliberations.

10.  The rights of membership are as follows: All regular members shall receive free of charge any journal or similar publication [i.e. RSAA Newsletter] issued by the Association. All regular members may submit to the Executive Committee or its delegate(s) papers for oral presentation at meetings and symposia of the Association provided that they are also members of the MLA. All regular members, except honorary life members, may participate in the business meetings of the Association, may nominate candidates for office, may vote in the Association’s elections, and may hold offices in the Association.

Article IV – Administration

1. The proper assets, affairs and administrative business of the Association shall be under the care of and managed by the officers of the organization.

2. The Executive Committee shall consist of four (4) members that include: the 3 (three) officers of the organization and one (1) additional member. The additional member shall be the past RSAA President.

3. Three (3) members of the Executive Committee shall constitute a quorum.

4. All matters before the Executive Committee shall be decided by a majority vote of those present at the RSAA  annual meeting.

5. The Executive Committee shall convene the Association at the MLA Convention.

6. The term of the members of the Executive Committee expires at the end of the term for which they have been elected.

7. In the event that a member of the Executive Committee dies, resigns, or is otherwise unable to fulfill her/his duties, such vacancy may be filled for the unexpired term by the Executive Committee.

8. Between annual meetings of the Association, the Executive Committee shall have the power to take any action that the Association itself could take; but any action so taken is subject to expeditious review if such review is requested by any group of at least ten (10) members in good standing, and if the group so indicates, any decision emerging from the review must be put before the full membership of the Association for a vote within two months after the decision has been reported to the group.

9. The Secretary may, on her or his own initiative, and shall, at the request of any other member of the Committee, ask the Executive Committee to vote upon specific questions by e-mail or mail and if a majority of the Committee shall vote by e-mail or mail, for or against any measure thus submitted, that vote shall be binding.

10. All former officers and all persons who have been members of the Executive Committee within the last five years shall have the right to attend meetings of the Executive Committee, but they shall not have the right to vote.

11. If any member of the Executive Committee cannot attend a meeting of the Committee, s/he may, by written proxy, appoint one (1) member of the Committee planning to attend to vote in her/his stead, as per instructions, and only on questions which will have been designated in advance. No Committee member can hold more than one (1) proxy at a given meeting.

12. The Executive Committee shall have the power to appoint Editors and Associate Editors of the Association’s journal and to determine their terms of office. The Editors of the journal are not “ipso facto” officers of the Association. The Editors of the journal shall attend the meetings of the Executive Committee, shall participate in the deliberations of the Executive Committee, but shall not vote on the transactions of the Executive Committee. The Editors shall provide an annual report of their editorial activities to the Executive Committee. Editors may be revoked or reappointed at the discretion of the Executive Committee. Serving in the capacity of Editor, or Associate Editor of the journal shall not cause anyone to be ineligible for any position within the Association. The Editors and Associate Editors shall name the members of an Editorial Advisory Board (also known as Editorial Consultants), after consultation with the Executive Committee.

13. The Executive Committee shall have the power to create any standing or ad hoc committee which, in its judgment, shall be helpful or advisable in conducting the affairs of the Association. The Executive Committee shall determine the purpose and size of any such committee and shall appoint the personnel thereof from among the membership of the Association. It shall also have the power to designate subcommittees or individual delegates to represent the Association at meetings of other relevant scholarly organizations.

14. The Executive Committee shall meet at least once a year, preferably at the time and place of the annual meeting of the Association.

15. The officers of the Association shall be a President, a Vice-President, and a Secretary-Treasurer elected by the membership.

16. The President shall preside at all meetings of members and shall be the Chair of the Executive Committee. S/he shall sign all contracts, agreements and other instruments which may be entered into by or on behalf of the Association.

17. The Vice-President shall serve as MLA Liaison Officer and shall assist the President in the execution of his/her functions and perform the duties of the President in the absence of the President. S/he shall also perform those specific duties assigned by the Executive Committee.

18. The Secretary-Treasurer shall keep the minutes of all meetings of the Association and of the Executive Committee; shall establish, and maintain the Archives of the Association; shall keep accurate lists of the members in each category; shall receive and answer correspondence addressed to the Association; and shall send notices of meetings and announcements regarding other associations. S/he shall have the care and custody of all funds of the Association which shall come into her/his hands and shall deposit the same in such manner and in such banks as the Executive Committee or the President may direct, and shall disburse such funds under the direction of the Executive Committee. S/he shall keep true books of account and render statements thereof whenever required, and in no case less frequently than once a year, at the annual meeting of the Association. S/he shall manage the collection of dues. S/he shall provide to members present at the annual meeting of the Association a written statement of disbursements and assets for the current fiscal year.

19. The President and the Vice-President shall be elected for a term of two (2) years. The Vice-President shall become President of the Association at the beginning of the third (3rd ) year of his/her term. The Secretary-Treasurer shall be elected for a term of three (3) years.

21. The fiscal year of the Association shall be January 1 to December 31.

22. Since the Association shall be non-profit, no pecuniary profits or benefits shall be paid to the members thereof. Upon dissolution of the Association, none of the property nor assets shall be assigned or transferred to its members or for their benefit, either collectively or individually, but shall be transferred at the discretion of the Executive Committee to appropriate educational institutions organized for related purposes and not organized for profit.

23. In the event of dissolution, the residual assets of the Association will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501 (c) (3) and 1 0 (c) (2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, or to the Federal, State or local government for exclusive public purpose.

Article V – Annual Meeting

1. An annual meeting shall be called by the President, normally in conjunction with the annual meeting of the Modern Language Association of America.

Article VI – Affiliations

1. The Executive Committee may (upon reaching a majority vote) authorize to join in the work of other educational organizations and may elect delegates or representatives for this purpose.

Article VII – Amendments

1. This Constitution may be altered, amended, modified or repealed in whole or in part, as follows:

2. A group of four (4) or more members may propose an amendment.

3. Amendments to this Constitution shall become operative if voted by two-thirds of the members present in person or by proxy, at any valid annual meeting of the Association, provided that the proposed amendment has been presented in writing to the Secretary-Treasurer not less than six (6) weeks before the date of the annual meeting and mailed by him or her to the membership of the Association not less than three (3) weeks before said meeting.

4. Notwithstanding any other provision of these articles, this Association will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) a corporation, contributions of which are deductible under section 10 (c) (2) of the Internal Revenue Code of 1954 or and other corresponding provision of any future United States internal revenue law.

Article VII – Enabling Clause

1. This amended Constitution shall be effective immediately after approval is obtained by two-thirds of the members in good standing (for 2005) who return their ballots to the Secretary-Treasurer of the Executive Committee within one (1) month after the text of the Constitution and the relevant ballot have been e-mailed or mailed to them (the due date to be estimated by the postmark on the envelope), or posted on the RSAA website.

2. Notwithstanding any other provision of these articles, this Association will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) a corporation, contributions of which are deductible under section 10 (c) (2) of the Internal Revenue Code of 1954 or and other corresponding provision of any future United States internal revenue law.