BAAS Constitution

The name of the Charitable Incorporated Organisation (“the CIO”) is British Association for American Studies.

The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.

The objects of the CIO are:

The purpose of the Association shall be the advancement of education through the promotion of American studies for the public benefit by all or any of the following means:

• the encouragement of research, teaching, education and publication, particularly in the UK;
• the holding of American studies conferences;
• the collection and preservation of documents and artefacts relating to the United States in the UK;
• the support of access to archives and information about the United States;
• the broadening of knowledge about the United States within the UK;
• the pursuit of any other activities promoting American studies as the trustees may decide.

Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]

BAAS is committed to fostering, cultivating, and preserving a culture of diversity and inclusion. We accept diversity and equity in our organizational structures as valuable and consequential.

We welcome the wide range of experiences and viewpoints that all members bring to BAAS. All members of BAAS are assured the right of equitable, fair, and respectful treatment.

BAAS’s diversity initiatives are applicable – but not limited – to our practices and policies on conferences and workshop programming, awards, and our governance structures. In all of our activities we aim for an intellectual and organizational environment built on the premise of gender and diversity equity.

The CIO has power to do anything which is calculated to further its object[s] or is conducive or incidental to doing so. In particular, the CIO’s powers include power to:

1. borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
2. buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
3. sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
4. employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;
5. deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;

1. The income and property of the CIO must be applied solely towards the promotion of the objects.
   1. A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by them when acting on behalf of the CIO.
   2. A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
2. None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving:
   1. a benefit from the CIO as a beneficiary of the CIO;
   2. reasonable and proper remuneration for any goods or services supplied to the CIO.
3. Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

1. General Provisions: No charity trustee or connected person may:
   1. buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
   2. sell goods, services, or any interest in land to the CIO;
   3. be employed by, or receive any remuneration from, the CIO;
   4. receive any other financial benefit from the CIO; unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
2. Scope and powers permitting trustees’ or connected persons’ benefits
   1. A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.
   2. A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
   3. Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.
   4. A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.
3. Payment for supply of goods only – controls: The CIO and its charity trustees may only rely upon the authority provided by sub- clause (2)(c) of this clause if each of the following conditions is satisfied:
   1. The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).
   2. The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
   3. The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
   4. The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with them with regard to the supply of goods to the CIO.
   5. The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
   6. The reason for their decision is recorded by the charity trustees in the minute book.
   7. A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.
4. In sub-clauses (2) and (3) of this clause:
   1. “the CIO” includes any company in which the CIO:
      1. holds more than 50% of the shares; or
      2. controls more than 50% of the voting rights attached to the shares; or
      3. has the right to appoint one or more directors to the board of the company;
   2. “connected person” includes any person within the definition set out in clause [27] (Interpretation);

A charity trustee must:

1. declare the nature and extent of any interest, direct or indirect, which they have in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
2. absent themselves from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between their duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).

Any charity trustee absenting themselves from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

1. Admission of new members
   1. Eligibility: Membership of the CIO is open to anyone who is interested in furthering its purposes, and who, by applying for membership, has indicated their or its agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause. In particular, members may be teachers, researchers, students, schools, and others concerned with American studies. A member may be an individual, a corporate body, or an organisation which is not incorporated.
   2. Admission procedure: The charity trustees:
      1. may require applications for membership to be made in any reasonable way that they decide;
      2. may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;
      3. shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
      4. shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.
2. Transfer of membership: Membership of the CIO cannot be transferred to anyone else.
3. Duty of members: It is the duty of each member of the CIO to exercise their powers as a member of the CIO in the way they decide in good faith would be most likely to further the purposes of the CIO.
4. Termination of membership
   1. Membership of the CIO comes to an end if:
      1. the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or
      2. the member sends a notice of resignation to the charity trustees;
      3. or any sum of money owed by the member to the CIO is not paid in full within six months of its falling due; or
      4. the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect.
   2. Before the charity trustees take any decision to remove someone from membership of the CIO they must:
      1. inform the member of the reasons why it is proposed to remove them or it from membership;
      2. give the member at least 21 clear days notice in which to make representations to the charity trustees as to why they or it should not be removed from membership.
5. Membership fees
   1. The CIO may require members to pay reasonable membership fees to the CIO. The Treasurer shall at an appropriate time propose fees for the next calendar year to the Committee of trustees. There shall be the following categories of membership: (i) Individual, (ii) Student, (iii) Unwaged, (iv) Retired, (v) Schools. The Committee shall recommend rates for each category on advice from the Treasurer. Should the Committee decide that any or all existing rates require amendment it should propose the same to the membership of the CIO at the Annual General Meeting. If adopted by the AGM the new rates shall come into effect for the calendar year following the AGM.
   2. All members shall be members of the European Association for American Studies. All members shall also pay the membership fee to the European Association for American Studies, the amount to be collected and forwarded by the Treasurer of the Association.

1. General provisions: Except for those decisions that must be taken in a particular way as indicated in sub- clause (4) of this clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in sub-clause (3) of this clause.
2. Taking ordinary decisions by vote: Subject to sub-clause (4) of this clause, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by postal or email ballot).
3. Taking ordinary decisions by written resolution without a general meeting
   1. Subject to sub-clause (4) of this clause, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:
      1. a copy of the proposed resolution has been sent to all the members eligible to vote; and
      2. a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as the CIO has specified.
   2. The resolution in writing may comprise several copies to which one or more members has signified their agreement.
   3. Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above.
   4. Not less than 10% of the members of the CIO may request the charity trustees to make a proposal for decision by the members.
   5. The charity trustees must within 21 days of receiving such a request comply with it if:
      1. The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
      2. The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and
      3. Effect can lawfully be given to the proposal if it is so agreed.
   6. Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members.
4. Decisions that must be taken in a particular way
   1. Any decision to amend this constitution must be taken in accordance with clause [25] of this constitution (Amendment of Constitution).
   2. Any decision to wind up or dissolve the CIO must be taken in accordance with clause [26] of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

1. Types of general meeting: There must be an annual general meeting (AGM) of the members of the CIO. The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause 13. Other general meetings of the members of the CIO may be held at any time. All general meetings must be held in accordance with the following provisions.
2. Calling general meetings
   1. The charity trustees:
      1. must call the annual general meeting of the members of the CIO in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and
      2. may call any other general meeting of the members at any time.
   2. The charity trustees must, within 21 days, call a general meeting of the members of the CIO if:
      1. they receive a request to do so from at least 10% of the members of the CIO; and
      2. the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.
   3. If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.
   4. Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
   5. A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
   6. Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days from the date on which it is called.
   7. If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.
   8. A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.
   9. The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.
3. Notice of general meetings
   1. The charity trustees, or, as the case may be, the relevant members of the CIO, must give at least 14 clear days’ notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member.
   2. If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub- clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.
   3. The notice of any general meeting must:
      1. state the time and date of the meeting:
      2. give the address at which the meeting is to take place;
      3. give particulars of the general nature of business to be dealt with at the meeting; and
      4. if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;
      5. include, with the notice for the AGM, details of persons standing for election or re- election as trustee, or where allowed under clause [20] (Use of electronic communication), details of where the information may be found on the CIO’s website.
   4. Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
   5. The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.
4. Chairing of general meetings: The person nominated as chair by the charity trustees under clause [18](2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.
5. Quorum at general meetings
   1. No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.
   2. Subject to the following provisions, the quorum for general meetings shall be the greater of 5% or three members. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.
   3. If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.
   4. If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must either be announced by the chair or be notified to the CIO’s members at least seven clear days before the date on which it will resume.
   5. If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.
   6. If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.
6. Voting at general meetings
   1. Any decision other than one falling within clause [10(4)] (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting (including postal or electronic votes). Every member has one vote.
   2. A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present at the meeting.
   3. A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.
   4. A poll may be taken:
      1. at the meeting at which it was demanded; or
      2. at some other time and place specified by the chair; or
      3. through the use of postal or electronic communications.
   5. In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.
   6. Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.
7. Remote Voting
   1. The CIO may, if the charity trustees so decide, allow the members to vote by recognised electronic voting system, to elect charity trustees or to make a decision on any matter that is being decided at a general meeting of the members. 
   2. The charity trustees must appoint at least two persons independent of the CIO to serve as scrutineers to supervise the conduct of the remote ballot and the counting of votes, or must be satisfied that the recognised electronic voting system contains safeguards and controls to maintain the independence and integrity of the election. 
   3. If remote voting is to be allowed on a matter, the CIO must send to members of the CIO not less than 21 days before the deadline for receipt of votes cast in this way:
      • a notice by email including an explanation of the purpose of the vote and the voting procedure to be followed by the member, and a personalised hyperlink to the member’s individual electronic ballot, containing details of the resolution being put to a vote, or of the candidates for election, as applicable;
   4. The voting procedure must specify the closing date and time for receipt of votes, and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted. 
   5. In the case of remote online voting via a recognised electronic voting system, all voting will take place in advance, and no ballot will be held during the general meeting. Instead, the Secretary (or scrutineers, where applicable) will report the result, and confirm that the anonymity and integrity of the online ballot was upheld. 
   6. Any dispute about the conduct of a remote ballot must be referred initially to a panel set up by the charity trustees, to consist of two trustees and two persons independent of the CIO. If the dispute cannot be satisfactorily resolved by the panel, it must be referred to the Electoral Reform Services.
8. Representation of organisations and corporate members: An organisation or a corporate body that is a member of the CIO may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the CIO. The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an individual member of the CIO.
9. Adjournment of meetings: The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

1. Functions and duties of charity trustees: The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:
   1. to exercise their powers and to perform their functions as a trustee of the CIO in the way they decide in good faith would be most likely to further the purposes of the CIO; and
   2. to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to
      1. any special knowledge or experience that they have or hold themselves out as having; and
      2. if they act as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.
2. Eligibility for trusteeship
   1. Every charity trustee must be a natural person.
   2. No one may be appointed as a charity trustee:
      1. if they are under the age of 16 years; or
      2. if they would automatically cease to hold office under the provisions of clause [15(1)(f)].
   3. No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until they have expressly acknowledged, in whatever way the charity trustees decide, their acceptance of the office of charity trustee.
3. Number of charity trustees
   1. There must be at least fourteen charity trustees and no more than twenty. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.
   2. The board of trustees shall consist of at least three Officers together with at least eleven ordinary trustee board members. There shall be a Chair, who shall preside over the board, a Secretary, who shall keep a record of proceedings, and a Treasurer, who shall keep accounts. Where possible, these Officers shall be elected separately at successive annual elections. In addition, the trustees shall select a board member as Vice-Chair, who shall aid the Chair in the performance of their duties. The ordinary trustee board members shall include: one EAAS representative, at least one Postgraduate representative and at least one Early Career representative. Ordinary trustee board members may be elected to fulfil specific roles as deemed necessary by the trustees, for example to focus on equality, diversity and inclusion, sustainability, or schools outreach.
4. First charity trustees: The first charity trustees of the CIO are Uta Balbier, David Brown, Kate Dossett, Simon Hall, Martin Halliwell, Emma Long, Katherine McGettigan, Benjamin Offiler, Cara Rodway, Joe Street, Jennifer Terry, Brian Ward, Katerina Webb-Bourne, Paul Williams.

1. At every annual general meeting of the members of the CIO, one-third of the charity trustees shall retire from office. If the number of charity trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one charity trustee, they shall retire;
2. The charity trustees to retire by rotation shall be those who have completed their term of appointment; the term shall be three years for all trustees except the EAAS representative who is elected for five years, and the Postgraduate representative and the Early Career representative who are elected for two years. As long as in accordance with sub-clauses (3) and (4), trustees may stand for re-election.
3. No member may serve continuously on the board of trustees for more than seven years consecutively. Candidates for election as trustees must be able to complete the projected term without breaching this seven year total. Having reached the term limit, a year must elapse before a candidate may stand again for membership of the board of trustees.
4. Candidates for Postgraduate representative must be registered postgraduate students. A Postgraduate representative who has completed one full term in office may not stand for re-election as Postgraduate representative. Candidates for Early Career representative must be within seven years of successfully completing their PhD and are usually expected to either have the PhD in hand, to have submitted the pre-viva version of their PhD, or to have a viva date scheduled, before the ballot opens. An Early Career representative who has completed one full term in office may not stand for re-election as Early Career representative. An EAAS representative who has completed one full term in office may not stand for re-election.
5. The vacancies so arising may be filled by the decision of the members at the annual general meeting.
6. If a charity trustee dies, retires, or is removed from office, this vacancy will also be filled by the decision of the members at an annual general meeting. The charity trustees may nominate another trustee or co-opt a member to fulfil their duties until the next annual general meeting. Any co-option in these circumstances may be in addition to the maximum number of co-opted members laid out in clause 17(3) [three]. In the case of a contested election the regular vacancies arising under sub-clauses (1) and (2) shall be fulfilled by the candidates polling the largest number of votes, and the candidate next in order of votes shall serve the unexpired term. In the case of an uncontested election the member to serve the unexpired term shall be determined by lot.
7. If a charity trustee dies, retires, or is removed from office while in the role of one of the Officers (Chair, Secretary or Treasurer), the charity trustees may nominate another trustee or co-opt a member to fulfil those duties until the next annual general meeting. Any co-option in these circumstances may be in addition to the maximum number of co-opted members laid out in clause 17(3) [three]. After the decision of the members to fulfil the vacancy at the annual general meeting, any nominated trustee will then either continue to serve out their ordinary term as trustee, or retire with the possibility of standing for re-election as provided in sub-clauses (2) and (3).
8. Charity trustees (including Officers) may request to take a sabbatical from their office due to parental, sickness, or other authorised leave, subject to the agreement of the other charity trustees. Such a sabbatical should usually last no more than one year. The charity trustees may nominate another trustee or co-opt a member to fulfil their duties during the sabbatical period. Any co-option in these circumstances may be in addition to the maximum number of co-opted members laid out in clause 17(3) [three]. After the end of the sabbatical period, any nominated trustee will then either continue to serve out their ordinary term as trustee, or retire with the possibility of standing for re-election as provided in sub-clauses (2) and (3). If the period of sabbatical is six months or more, the term of the trustee taking sabbatical may be extended by up to one year. A trustee on sabbatical will remain a trustee during any period of sabbatical. Periods of sabbatical will still count towards the maximum continuous service laid out in sub-clause (3) [seven years]. If the period of sabbatical requested is for more than one year, or requires extension, the charity trustees may recommend that the trustee retires from office as per sub-clauses (6) and (7).

The charity trustees will make available to each new charity trustee, on or before their first appointment:

1. a copy of this constitution and any amendments made to it; and
2. a copy of the CIO’s latest trustees’ annual report and statement of accounts.

1. A charity trustee ceases to hold office if they:
   1. retire by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
   2. are absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that their office be vacated;
   3. die;
   4. in the written opinion, given to the company, of a registered medical practitioner treating that person, have become physically or mentally incapable of acting as a director and may remain so for more than three months;
   5. are removed by the members of the CIO in accordance with sub-clause (2) of this clause; or
   6. are disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
2. A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause [11], and the resolution is passed by a two-thirds majority of votes cast at the meeting.
3. A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.

Any decision may be taken either:

• at a meeting of the charity trustees; or
• by resolution in writing or electronic form agreed by all of the charity trustees,

which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more charity trustees has signified their agreement.

1. The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
2. This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:
   1. a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;
   2. the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
   3. the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
3. The board of trustees shall have the power to co-opt to its executive meetings not more than three non-trustee CIO members. Such co-options are for a period of one year only.
4. The Editor of the Journal of American Studies, shall be a non-trustee member of executive meetings, ex officio. In the event of the absence of the Editor, they may nominate one of the Associate Editors to act on their behalf.
5. Former Chairs of the Association shall be invited to continue to serve in an ex officio advisory capacity.

1. Calling meetings
   1. Any charity trustee may call a meeting of the charity trustees.
   2. Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
2. Chairing of meetings: The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.
3. Procedure at meetings
   1. No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is seven charity trustees, including at least one of the Officers. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which they are not entitled to vote.
   2. Questions arising at a meeting shall be decided by a majority of those eligible to vote.
   3. In the case of an equality of votes, the chair shall have a second or casting vote.
4. Participation in meetings by electronic means
   1. A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.
   2. Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
   3. Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

1. The CIO shall execute documents by signature.
2. A document is validly executed by signature if it is signed by at least two of the charity trustees.

1. General: The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
   1. the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
   2. any requirements to provide information to the Commission in a particular form or manner.
2. To the CIO: Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.
3. By the CIO
   1. Any member or charity trustee of the CIO, by providing the CIO with their email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO their unwillingness to receive such communications in that form.
   2. The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website –
      1. provide the members with the notice referred to in clause 11(3) (Notice of general meetings);
      2. give charity trustees notice of their meetings in accordance with clause 18(1) (Calling meetings); and
      3. submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with the CIO’s powers under clause 10 (Members’ decisions), 10(3) (Decisions taken by resolution in writing), or the provisions for postal voting 11(7).
   3. The charity trustees must:
      1. take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal;
      2. send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.

The charity trustees must keep minutes of all:

1. appointments of officers made by the charity trustees;
2. proceedings at general meetings of the CIO;
3. meetings of the charity trustees and committees of charity trustees including:
   • the names of the trustees present at the meeting;
   • the decisions made at the meetings;
   • and where appropriate the reasons for the decisions;
4. decisions made by the charity trustees otherwise than in meetings.

1. The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
2. The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.

The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or byelaws must not be inconsistent with any provision of this constitution. Copies of any such rules or byelaws currently in force must be made available to any member of the CIO on request.

If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

As provided by clauses 224-227 of the Charities Act 2011:

1. This constitution can only be amended:
   1. by resolution agreed in writing by all members of the CIO; or
   2. by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.
2. Any alteration of clause 3 (Objects), clause [26] (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
3. No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
4. A copy of any resolution altering the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

1. As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:
   1. at a general meeting of the members of the CIO called in accordance with clause [11] (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
      1. by a resolution passed by a 75% majority of those voting, or
      2. by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
   2. by a resolution agreed in writing by all members of the CIO.
2. Subject to the payment of all the CIO’s debts:
   1. Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
   2. If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.
   3. In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
3. The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
   1. the charity trustees must send with their application to the Commission:
      1. a copy of the resolution passed by the members of the CIO;
      2. a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
      3. a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution;
   2. the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.
4. If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

In this constitution:

“connected person” means:

1. a child, parent, grandchild, grandparent, brother or sister of the charity trustee;
2. the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;
3. a person carrying on business in partnership with the charity trustee or with any person falling within sub- clause (a) or (b) above;
4. an institution which is controlled –
   1. by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or
   2. by two or more persons falling within sub-clause (d)(i), when taken together
5. a body corporate in which –
   1. the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
   2. two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.

Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.

• “General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
• “Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
• The “Communications Provisions” means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.
• “charity trustee” means a charity trustee of the CIO. Together the trustees make up a board which conducts the executive business of the association.
• A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.

© Crown Copyright 2011: reproduced from ‘Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees’ (August 2014).

(a)   Two or more members of the Committee, one of whom shall act as chair

One officer of the Association (usually the Vice Chair or the Secretary)

The Editor of American Studies in Britain.

The Editor of the Journal of American Studies (ex-officio).

The Associate Editor (Reviews) of the Journal of American Studies (ex-officio).

The Editor of the BAAS Paperbacks series.

The Editor of the British Records Relating to America on Microfilm series.

(b)  The Publications subcommittee shall:

(i) supervise any publications, other than the Journal of American Studies, undertaken by the Association; may receive, consider, and report to the Committee upon any proposals for publishing activities received from the Committee or from the general membership.

(ii) make recommendations to the Committee on changes in the membership of the Editorial Board of the Journal of American Studies and, in consultation with the Editorial Board, on the appointment of the Editor or Editors.

(iii) make recommendations to the Committee, when vacancies arise, on candidates for Editor and Associate Editor of BAAS Paperbacks, editor of US Studies Online, and Editor of American Studies in Britain.

(iv) act as an editorial board for BRRAM and make recommendations to the Committee on the appointment of Editor and Assistant Editor.

(v) and may itself initiate proposals to be put to the Committee.

(a)   Two or more members of the Committee, one of whom shall be designated as chair.

The secretary of the current Conference.

The secretary of the succeeding Conference.

The Treasurer of the Association.

(b)   The Conference subcommittee shall make recommendations to the Committee on the programme and organisation of the Association’s Annual Conference.

(a)  Two or more members of the Committee, one of whom shall be designated as chair

One officer of the Association (usually the Vice Chair or the Secretary)

The Subcommittee will have delegated powers to co-opt other BAAS members, to meet the needs of specific projects. Such members will remain anonymous.

(b)   The Awards Subcommittee shall:

(i) consider applications for BAAS Short-term Travel Awards (STAs) and make the awards. The Chair of the Association will be involved in the judging of the postgraduate awards; the Treasurer or Secretary will be involved in the judging of the Founders’ STAs.

(ii) consider applications for the BAAS essay prize and make the award. The Treasurer or Secretary will be involved in the judging of this award.

(iii) consider applications for the BAAS Book Prize and make the award. Where possible, former winners will be coopted onto the Book Prize subcommittee.

(iv ) consider applications for any other prizes subsequently announced and funded by BAAS or related bodies, subject to the approval of the Executive Committee.

(a) Two or more members of the Committee, one of whom shall be designated as chair

The Chair of the Association

The Postgraduate Representative

The Schools Liaison Representative

The Subcommittee shall have the delegated powers to co-opt other BAAS members, to meet the needs of specific projects.

Such representatives of outside bodies as the Executive shall recommend from time to time.

(b) The purpose of this subcommittee is to encourage and support the development of American Studies nationally through a variety of activities. The subcommittee shall:

(i) Support the development of American Studies postgraduates and Early Career Academics;

(ii) Support the career development of American Studies members at all career stages, including academics, independent scholars and those working in related professions;

(iii) Support the development and diversity of research networks, affiliate organisations, and other scholarly organisations in the field of American Studies;

(iv) Support the development of pedagogical practice and (undergraduate) student engagement in American Studies Higher Education;

(v) Support the development of American Studies in schools and further education (via the Schools Working Group, which will report to this subcommittee);

(vi) Administer the BAAS Development Fund.

• The Officers of the Association shall review the membership and leadership of the subcommittees annually at its meeting after the AGM. Members of the executive, including the EAAS representative, will serve on appropriate committees during their tenure.
• Where membership of a subcommittee attaches to an office, election or appointment to that office shall automatically confer membership of that subcommittee without further action by the Committee.
• Subcommittees may, with the Committee’s prior approval, co-opt or invite the attendance of additional persons.
• Each subcommittee shall be responsible for organising its own meetings and may, where appropriate, consult with the Secretary to co-ordinate such meetings.
• Each subcommittee shall keep minutes of its proceedings and shall transmit these to the Secretary; shall make reports of its proceedings in writing to the Committee from time to time as requested; and shall give the Secretary due notice in writing of any motion or proposal to be brought to the Committee or the Annual General Meeting.
• No subcommittee shall depart from its terms of reference without the approval of the Committee.
• No subcommittee member shall seek or accept outside subsidy or grant without the approval of the Committee.
• The reasonable travel and administrative expenses of subcommittee will be met, but in the case of unusual expenditure under these heads the Treasurer must be consulted. Any expenditure for other purposes must be approved by the Committee. In emergency, when the approval of the Committee cannot be obtained, the three Officers may jointly sanction such other expenditure and report their action to the Committee for approval at its next meeting.