Contents
ARTICLE I NAME 3
ARTICLE II PURPOSES 3
ARTICLE III ANNUAL MEETING 3
ARTICLE IV MEMBERSHIP 3
ARTICLE V OFFICERS 4
SECTION 1 LIST OF OFFICERS 4
SECTION 2 PRESIDENT 4
SECTION 3 PRESIDENT-ELECT 4
SECTION 4 PAST PRESIDENT 4
SECTION 5 RECORDING SECRETARY 5
SECTION 6 TREASURER 5
SECTION 7 STATE/DISTRICT REPRESENTATIVES 5
SECTION 8 DIVISION CHAIRS 5
SECTION 9 COMMITTEE CHAIRS 6
SECTION 10 PARLIAMENTARIAN 6
SECTION 11 HISTORIAN 6
SECTION 12 INCORPORATION AGENT 6
ARTICLE VI BOARD OF DIRECTORS 6
ARTICLE VII Executive Committee 7
ARTICLE VIII ELECTIONS 8
ARTICLE IX APPOINTMENTS AND SUCCESSIONS 8
ARTICLE X COMMITTEES 9
SECTION 1 Awards Committee 9
SECTION 2 Conference Committee 9
SECTION 3 Finance Committee 9
SECTION 4 Membership Committee 9
SECTION 5 Communications Committee 9
ARTICLE XI QUORUMS 10
ARTICLE XI DUES 10
ARTICLE XII AMENDMENTS (BYLAWS) 11
SECTION 1 AMENDMENTS TO THE BYLAWS 11
SECTION 2 IMPLEMENTATION OF ALL AMENDMENTS 11
ARTICLE XIV AMENDMENTS (HANDBOOK) 11
ARTICLE XV RULES OF ORDER 11
ARTICLE XVI DISSOLUTION 11
ARTICLE XVII RESTRICTION OF FUNDS 12
ARTICLE XVIII IMPLEMENTATION 12
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ARTICLE I NAME
This association shall be known as the Middle States Council for the Social Studies and is
a nonprofit organization incorporated under the laws of the District of Columbia.
ARTICLE II PURPOSES
The purposes of the Middle States Council for the Social Studies, hereafter referred to as
“the Council,” shall be to:
Enhance and promote effective teaching and learning of social studies on all
levels through, but not limited to, research, conferences, publications, the
exchange of ideas, exposure to innovative technologies, and to productive
methodologies.
Serve as a conduit of networking and communication with the National Council
for the Social Studies and with state and local social studies councils within the
region, its own members, and with other organizations and educators to
disseminate ideas, materials, and best practices.
Advocate for adoption and use of meaningful social studies standards and
frameworks at the local, state, and national level.
Secure and/or provide grants and awards to recognize and encourage
professionalism and leadership among those engaged in social studies
education.
Promote civics, economics, geography, history, and the social sciences as
important disciplines for the preparation of our youth to be knowledgeable,
rational, responsible, and caring citizens of our country, as well as their local,
state, and global communities.
ARTICLE III ANNUAL MEETING
There shall be at least one (1) annual meeting of the Council each year.
ARTICLE IV MEMBERSHIP
Members are entitled to participate in the activities of the Council, to be candidates for
office, to vote for officers, to receive all publications of the Council, and to attend its
meetings.
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ARTICLE V OFFICERS
SECTION 1 LIST OF OFFICERS
Officers in the Council will include all people elected or appointed to serve on the Board
of Directors, hereafter known as “the Board,” or Executive Committee, hereafter known
as “the EC.”
SECTION 2 PRESIDENT
SECTION 2.1 Duties The President shall have general charge of the affairs of the Council
and by virtue of the office shall chair the Board. It shall be the obligation of the
president to promote the best interests of the Council in all suitable ways.
SECTION 2.2 Term The President serves for only a two-year term on both the Board and
the EC. The President automatically assumes the role of Past President upon completion
of her/his/their two-year term.
SECTION 3 PRESIDENT-ELECT
SECTION 3.1 Duties The President-Elect shall assume such duties as the president or
Board of Directors shall specify and shadow the President in preparation for taking on
leadership of the Council after two years. In the absence of the President, the President-
Elect shall preside at any meeting.
SECTION 3.1 Term The President-Elect serves for only a two-year term on both the
Board and the EC. The President-Elect automatically assumes the role of President upon
completion of her/his/their two-year term. The President-Elect is elected by a majority
of Council members present at the annual meeting in even-numbered years.
SECTION 4 PAST PRESIDENT
SECTION 4.1 Duties The Past President mentors the current President.
SECTION 4.2 Term The Past President serves for a two-year term on both the Board and
the EC.
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SECTION 5 RECORDING SECRETARY
SECTION 5.1 Duties The Recording Secretary shall record minutes of Executive
Committee and Board of Directors meetings and serve as custodian of all records,
except for the financial records.
SECTION 5.2 Term The Recording Secretary serves for a two-year term on both the
Board and the EC. The Recording Secretary is elected by a majority of Council members
present at the annual meeting in odd-numbered years.
SECTION 6 TREASURER
SECTION 6.1 Duties The Treasurer shall collect all dues, conference fees and other
income, maintain a copy of financial records for the Council, confer with the Finance
Committee and report income/expenditures to the Board of Directors on a quarterly
basis. Any expenditure which exceeds $1,000 shall be communicated to the President
prior to payment. The treasurer shall be required to work with an outside, Board-
approved agency to maintain accurate and transparent records, to include a yearly audit
which shall be presented to the Board.
SECTION 6.2 Term The Treasurer serves for a two-year term on both the Board and the
EC. The Treasurer is appointed by the Executive Committee and must be approved by a
majority of the Board in odd-numbered years.
SECTION 7 STATE/DISTRICT REPRESENTATIVES
Two representatives from each member state (Delaware, Maryland, New Jersey, New
York, and Pennsylvania) and the District of Columbia serve for two-year terms on the
Board of Directors. The representatives are elected by a majority of Council members
present at the annual meeting, with terms beginning alternately in even- and odd-
numbered years.
SECTION 8 DIVISION CHAIRS
Three Division Chairs (Elementary, Secondary, College) serve for two-year terms on the
Board. The representatives are elected by a majority of Council members present at the
annual meeting, with terms beginning in odd-numbered years.
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SECTION 9 COMMITTEE CHAIRS
The Committee Chairs serve on the Board. The Committee Chairs are appointed or
removed by the President, with the approval of a majority of the Board of Directors.
SECTION 10 PARLIAMENTARIAN
The Parliamentarian serves as a non-voting member of the Board of Directors. The
Parliamentarian is appointed or removed by the President, with the approval of a
majority of the Board of Directors.
SECTION 11 HISTORIAN
The Historian serves as an ex officio member of the Board of Directors. The Historian is
appointed or removed by the President, with the approval of a majority of the Board of
Directors.
SECTION 12 INCORPORATION AGENT
The Incorporation Agent does not serve on the Board but may attend board meetings at
the invitation of the President or EC. The Incorporation Agent must be a member of the
Council and a resident of the District of Columbia. The Incorporation Agent is appointed
by approval of a majority of the Board.
ARTICLE VI BOARD OF DIRECTORS
The Board will include the President, President-Elect, Past President, Recording
Secretary, Treasurer, State/District Representatives, Division Chairs, Committee Chairs,
and the Parliamentarian.
The Board shall meet at least three (3) times per year and shall consist of the elected
officers of the Council, the chairs of the standing committees, appointed officers, and
the Parliamentarian.
The Board shall execute constitutional responsibilities using a simple majority vote,
unless voting on an Amendment to the constitution as described in Article XII
(Amendment Article).
The Board shall determine the date and location for all meetings of the Council and shall
ensure that at least one annual meeting occurs each year. If two or more meetings of
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the Council occur during one calendar year, the Board shall designate in advance which
of these meetings shall include the annual meeting of the Council. The annual meeting
must fall during the period of January through June.
The Board shall have authority to regulate membership and dues within the limitations
established by the Council’s constitution and by-laws.
The Board may authorize publications, studies, and research and may award recognition
of outstanding accomplishments within the field of social studies.
The Board shall have, within any limitation imposed by the by-laws, authority to create
and dissolve standing committees and shall have the right of approval of the chair for
each standing committee.
The Board shall have authority to approve officers appointed by the President or EC (i.e.,
Parliamentarian, Historian, Treasurer, and Committee Chairs).
The Board shall appoint a District of Columbia resident as Incorporation Agent.
ARTICLE VII Executive Committee
The Executive Committee will include the President, President-Elect, Past President,
Recording Secretary, and Treasurer.
The Executive Committee shall meet at times and places determined by the President
after consultation with at least two (2) other members of this committee. If any two (2)
Executive Committee members so request, it must meet within not less than fifteen (15)
or more than thirty (30) days of such request.
The Executive Committee shall establish the times and places for meetings of the Board
of Directors.
The Executive Committee shall have authority to conduct Council business requiring
action sooner than the next Board meeting and all such actions shall be reported to the
Board of Directors as soon as possible, but within 30 days at most. This authority
includes the ability to put forth public statements needing immediate attention. Any
such statements that require the Board to take a position or policy action shall require
the full approval by the Board of Directors before stating publicly.
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ARTICLE VIII ELECTIONS
The elected officers shall be a President-Elect, a Recording Secretary, one (1) Division
Chair each for College, Secondary, and Elementary, and two (2) representatives from
each member state (Maryland, Delaware, Pennsylvania, New Jersey, and New York) and
the District of Columbia.
The election of officers shall occur at the Council’s annual meeting.
The terms of office for all positions shall be for two (2) years or until a successor has
been elected.
The President-Elect and one (1) representative from each member state and the District
of Columbia shall be elected in even-numbered years.
The Recording Secretary, the chairs of the three (3) divisions, and one (1) representative
from each member state and the District of Columbia shall be elected in odd-numbered
years.
ARTICLE IX APPOINTMENTS AND SUCCESSIONS
The President will appoint or remove the Treasurer, Historian, Parliamentarian, and
Committee Chairs, with the approval of a majority of the Board.
The EC will appoint the Treasurer for a two-year term with the approval of a majority of
the Board.
The Board will appoint or remove the Incorporation Agent with a majority vote.
If an elected office becomes vacant during its term, the President, with the approval of
the EC, may appoint an interim officer to serve until the next annual meeting of the
Council. The term of interim officers’ appointment will be for the remainder of the two-
year term they were appointed to fill.
Except where otherwise specified, terms of office shall begin at the conclusion of the
annual meeting of the Council.
The President-Elect automatically assumes the role of President upon completion of
her/his two-year term.
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The President automatically assumes the role of Past President upon completion of
her/his two-year term.
ARTICLE X COMMITTEES
The Council will have standing committees to help carry out its goals and obligations
with the specific standing committees listed below. In addition, the president may
create ad hoc committees as necessary to address specific needs of the Council.
SECTION 1 Awards Committee
This Committee shall be responsible for managing the process of gathering nominations
and selecting winners for awards at the annual conference.
SECTION 2 Conference Committee
This Committee shall be responsible for planning and implementing the annual
conference.
SECTION 3 Finance Committee
This Committee shall be responsible for crafting the annual budget, with a fiscal year
running from June 1 st to May 31 st , and conducting the annual internal audit.
SECTION 4 Membership Committee
This Committee shall be responsible for maintaining and increasing membership in the
Council.
SECTION 5 Communications Committee
This Committee shall be responsible for all publications of the Council, to include the
handling of the newsletter, web presence, conference communication, and Journal.
ARTICLE XI QUORUMS
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A quorum for the annual meeting of the Council shall consist of at least ten (10)
members, including at least five (5) members of the Board.
In the absence of a quorum at the annual meeting, election of officers and adoption of
amendments to the constitution or by-laws may occur by postal or electronic ballot.
A quorum for meetings of the Board shall consist of at least seven (7) members,
including at least two (2) members of the EC.
Standing or ad hoc committees must have at least two (2) members present for a
quorum.
The EC shall have a quorum of at least three (3) members, one (1) of whom must be
either the President or the President-Elect.
A meeting may be called by petition of at least fifteen (15) members of the Council.
ARTICLE XI DUES
The amount of dues and the duration for membership in the Council shall be proposed
and approved by a majority vote of the Board of Directors.
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ARTICLE XII AMENDMENTS (BYLAWS)
SECTION 1 AMENDMENTS TO THE BYLAWS
Recommendations to amend these Bylaws may be proposed by any member of the
Council. These recommendations may be considered by the EC, Board, or the Council
and upon two-thirds approval by any of these three (3) groups, the recommendations
will be submitted to the full Council membership for vote at the next annual meeting.
(From the existing Bylaws, Article VI: These by-laws may be amended by simple majority
vote of the members present at the annual meeting.) Written notice of
recommendations for constitutional amendment must be made available to all Council
members prior to the call to order of the annual meeting.
SECTION 2 IMPLEMENTATION OF ALL AMENDMENTS
Implementation of all amendments will occur at the conclusion of the annual meeting at
which they are approved, unless otherwise stipulated. Additional details on the roles of
officers and committees can be found in the Handbook.
ARTICLE XIV AMENDMENTS (HANDBOOK)
The Handbook may be revised by a majority vote of the Board.
ARTICLE XV RULES OF ORDER
The most recent edition of Robert’s Rules of Order shall be the authority for
parliamentary procedure in this organization in all cases not otherwise specified by the
Council’s constitution or by-laws.
ARTICLE XVI DISSOLUTION
Upon the dissolution of the Council, the officers shall, after paying or making provision
for the payment of all of the liabilities of the Council, dispose of all of the assets of the
Council exclusively for the purposes of the Council in such manner, or to such
organization or organizations (i.e. state or national social studies councils) organized and
operated exclusively for educational purposes as shall at the time qualify as an exempt
organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of
1954 (or the corresponding provision of any future United States Internal Revenue Law),
as the officers shall determine. Any such assets not so disposed of shall be disposed of
by the District of Columbia Superior Court, exclusively for such purposes or to such
organization or organizations, as said Court shall determine which are organized and
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operated exclusively for such purposes. Consideration of any provision of the then
current articles of incorporation of the Council shall be given in the event of dissolution
of the Council.
ARTICLE XVII RESTRICTION OF FUNDS
No part of the net earnings of the Council shall inure to the benefit of, or be
distributable to its members, officers, or other private persons, except that the Council
shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set
forth. No substantial part of the activities of the Council shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the Council shall not
carry on any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the Council shall not carry on any
other activities not permitted to be carried on (a) by an organization 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) by
an organization contribution to which is deductible under Section 170 (c) (2) of the
Internal Revenue Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Law).
ARTICLE XVIII IMPLEMENTATION
This constitution, These Bylaws, as amended and approved, shall become effective at
the conclusion of the annual meeting.
Previously revised at annual meetings in 2005, 2012, 2016, and 2022.
This is a correct copy of the Bylaws of the Council as adopted by the Middle States
Council for the Social Studies on February 26, 2022.
