Bylaws of the Pacific Arts Association

September 1, 1985; Revised February 1989; Revised July 24, 2001; Revised July 6, 2007

ARTICLE I. NAME
The name of this organization is the Pacific Arts Association.

ARTICLE II. PURPOSE
1. To make members more aware of the state of all the arts in all parts of Oceania.
2. To encourage international understanding among the nations involved in the arts of Oceania.
3. To promote high standards of research, interpretation and reporting on the arts of Oceania.
4. To stimulate more interest in the teaching of courses on Oceanic art, especially, but not only on the tertiary level.
5. To encourage greater co-operation among the institutions and individuals who are associated with the arts of Oceania.
6. To encourage high standards of conservation and preservation of the material culture in and of Oceania.
7. To help foster the development of Oceanic arts.

ARTICLE III. EXEMPT ACTIVITIES
Sec. 1. The Pacific Arts Association is organized for educational and scientific purposes only and is not organized for profit; it will not issue any stock, and no part of its assets, income or earnings shall be distributed to its members, directors, or private individuals except for services actually rendered to the Pacific Arts Association. Upon dissolution, all of the assets of the Pacific Arts Association after payment of just debts shall be transferred or distributed to an organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986.

Sec. 2. Notwithstanding any other provisions of these By-Laws, no member, trustee, officer, employee or representative of the Pacific Arts Association shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)3 of the Internal Revenue Code and its Regulations as they now exist or they may hereafter be amended or by organization contributions as to which are deductible under Section 170 (a) (2) of such Code or its Regulations as they now exist or they may be hereafter be amended.

ARTICLE IV. STRUCTURE
Sec. 1. The structure of the Pacific Arts Association consists of the Executive Committee, the International Advisory Group, and the general membership.

Sec. 2. The Executive Committee consists of the President, three regional Vice-presidents (Pacific, North America, and Europe) Treasurer, and Secretary, who are elected by the general membership. In addition, appointed members include the Editors of Pacific Arts, the journal of the Pacific Arts Association, of the Pacific Arts Association Newsletter, of Special Publications, and other members as deemed necessary to the proper conduct of business.

The Executive Committee may co-opt any member felt necessary to the proper conduct of its business. The Executive Committee, if possible, must have a Melanesian, Polynesian and Micronesian representative either appointed or as an existing officer or appointed official. The Executive Committee has the responsibility of establishing any other committees deemed necessary, including nominating, awards, publications, ethics, and development.

Sec. 3. The International Advisory Group consists of the Executive Committee and other members who are selected for their commitment to the goals of the Association with as broad a geographical representation as possible. Membership must include, if possible, as wide a spread of indigenous peoples as possible. The Group shall act as a source for information, assistance and advice, particularly in regional matters, for the Officers and Executive Committee. The Secretary of PAA or another member of the Executive Committee shall act as Administrator of the International Advisory Group. The list of Group members shall be reviewed at the General Meeting.

Sec. 4. The Editorial Board consists of the Editor and Associate Editor(s) of Pacific Arts, the Journal of the Pacific Arts Association, the editor of the Pacific Arts Association Newsletter, the Special Publications editor and a maximum of five additional members.

ARTICLE V. MEMBERS
Sec. 1. The PAA is composed of members who demonstrate a commitment to the aims of the Association and with as broad a geographical representation as possible.

Sec. 2. Individuals and institutions wishing to become members of PAA should apply to the Treasurer, Pacific Arts Association. Upon payment of dues and approval by the Executive Committee, they are considered PAA members.

Sec. 3. All paid in full members have the right to vote. Institutional members may delegate an individual to cast a single vote. If an institutional delegate is also an individual member he or she may only cast one vote.

Sec. 4. Liability: Members shall not be personally liable for a debt or any liability of the association.

ARTICLE VI. OFFICERS
Sec. 1. Officers of the PAA shall consist of the President, three regional Vice-presidents (Pacific, North America, and Europe), Treasurer, and Secretary. No officer shall hold more than one office.

Sec. 2. The President shall be the executive head of the Association, shall exercise general supervision over all the affairs of the PAA, and shall enforce the authority in all cases not specifically provided therein. He or she shall sign with the Secretary all contracts and formal papers on behalf of the PAA and shall preside at all the meetings of the PAA. He or she may delegate the function of presiding at meetings to one of the Vice presidents.

Sec. 3. In case of a vacancy to the office of President, or during his or her absence or inability to act, the powers and duties of the President shall be exercised by one of the three Vice-presidents, designated by the Executive Committee as Acting President. If the three Vice-presidents should not be available, the office of the President shall be filled by such member of the PAA as the Executive Committee shall designate.

Sec. 4. The Secretary shall cause notice to be issued of all meetings of the PAA, and of all committees; shall keep the records and minutes of all meetings of the PAA, and reports of committees; shall preserve a record of the membership of the PAA; with the President shall sign all contracts and formal papers on behalf of the PAA; and shall have custody of the records, books and collections of the PAA so far as not otherwise ordered by the PAA.

Sec. 5. The Treasurer shall receive and disburse the funds of the PAA under the direction of the President of the PAA and shall deposit all funds in the name of the PAA in such depository or depositories as the Executive Committee may approve. He or she shall also have custody and preserve all records and documents relating to the property and finances of the PA and shall keep proper books of account. He or she shall sign all checks and other orders for the payment of money on certification by the Executive Committee. At the meetings of the PAA, he or she shall present a report of all transactions of his or her office for the prior business period and a statement of the financial condition of the PAA. He or she shall arrange for an audit of the funds of the PAA as requested by the Executive Committee.

Sec. 6. No salaries shall be paid for services as a member or officer of the PAA except that the President or Executive Committee may authorize remuneration to a member or officer for expenses incurred on the business of the PAA. No officer or member may be held personally liable for business losses or debts of PAA beyond the assets of the association.

Sec. 7. A PAA officer is liable for any loss sustained by the association resulting from a breach of fiduciary duty or negligence in the performance of his or her duty. However, an officer is only liable for his or her own acts and omissions and is not liable for a breach committed by another officer unless he or she concurs or acquiesces in a breach committed by another officer.

Sec. 8. Upon the death of an officer or upon his or her inability to act, the Executive Committee shall elect an individual to serve the balance of the un-expired term.

ARTICLE VII. PUBLICATIONS
Sec. 1: In accordance with the goals defined in Article II, the Pacific Arts Association may through the good services of its members prepare or help to prepare manuscripts and other material for publication in print or in electronic media. Its main medium of publication is Pacific Arts, the Journal of the Pacific Arts Association.

Sec. 2: The Editor of the journal shall be appointed by the Executive Committee upon review of a proposal presented to it for stewardship of the journal. The Editor is responsible for editing Pacific Arts, the Journal of the Pacific Arts Association, at the pace defined by a contract between the Association and an external publisher. The editor chairs the Editorial Board, she or he proceeds according to professional standards in implementing the Association's guidelines for publications (if any), organizes all editorial work, establishes and submits a three-year financial plan that includes a detailed annual budget to the Executive Committee for approval, supervises the work of any assistant editors and/or editorial aides, and liaises with the Publisher(s) on the basis of a contract negotiated and signed by the President of the Association. At the completion of an issue of the Journal and at the end of the financial year, s/he is to report to the President and the Treasurer about the actual financial status for all work carried out under his or her responsibility. The Editor is consulted for establishing or amending any contract for publishing.

Sec. 3: For communication with the members of the Association, the Executive Committee will appoint the Editor of the Pacific Arts Association Newsletter, who is assigned the duty of publishing the Newsletter at least twice a year.

Sec. 4: The Editorial Board serves as advisory body to the Editor. Its members are chosen by the Executive Committee on the basis of a list of candidates established in consultation with the Editor. Its main tasks are to establish and to review publication guidelines as well as to define the program for publishing works other than Pacific Arts, the Journal of the Pacific Arts Association. To do so it deliberates freely about any project submitted on the basis of internal and/or external reviews. Its decisions to accept for publication any material other than contributions to the Journal become binding only after endorsement by the Executive Committee on the basis of sound financial planning.

Sec. 5: Remuneration for editorial work:
Editorial work may involve tasks for which, notwithstanding the stipulation of article VI, Sec. 6, remuneration can be declared necessary by the Executive Committee, which determines the amount of remuneration. A contract in writing between the Association and each individual assigned such a task as stipulated by the Editor must be signed by the President.

ARTICLE VIII. ELECTIONS
Sec. 1. All elections of officers shall be decided by a majority of votes cast at meetings of the PAA. The person elected as President by the members of PAA-Europe shall typically be nominated as one of the Vice-presidents.

Sec. 2. The Nominating Committee shall consist of three members of the Executive Committee, usually the three Vice presidents.

Sec. 3. The Nominating Committee shall file with the Secretary of the PAA a list of candidates for election as officers; nominations by members are accepted from the floor at meetings in which elections are held.

Sec. 4. Elections will occur at the General Meetings of the PAA.

Sec. 5. The term of elected office is three years, to coincide with the General Meetings, to be held normally every three years. Officers may serve two consecutive terms in the same office. After serving two consecutive terms in the same office, an officer may stand for election to a different office, and serve up to two terms as above.

Sec. 6. Newly elected officers shall assume office at the close of the General Meeting at which they are elected.

ARTICLE IX. MEETINGS OF THE PAA
Sec. 1. The General Meeting of the PAA shall be held at such time and place as shall be designated by the President; normally this should take place every third year. Officers present reports of activities and receipts and expenditures during the preceding business period. Notices of such General Meeting will be forwarded to each member of the PAA at least 30 days in advance of the date fixed for the meeting.

Sec. 2. Special meetings of the PAA may be called at any time by the President at the request of the Executive Committee or upon the written request of not less than 10 members of the PAA. Notice of such meetings shall be forwarded at least 14 days before the meeting.

Sec. 3. At the General Meeting and at all special meetings the members shall constitute a quorum. A simple majority of those present is sufficient for the passage of business.

ARTICLE X. BUSINESS YEAR
The business year of the PAA shall coincide with the calendar year.

ARTICLE XI. AMENDMENTS
These By-Laws may be amended in whole or in part only upon the written recommendation of the Executive Committee and the affirmative vote of a two-thirds majority of the members present at a General Meeting.

ARTICLE XII. STATE POLICY
Sec. 1. General Policy. The rules set forth in this Article XII shall be consistent with and interpreted in conformity with the grant policies of the State Foundation for Culture and the Arts, an agency of the State of Hawaii.

Sec. 2. No Compensation of Directors. The officers of the organization shall not receive compensation for their services as officers of the organization.

Sec. 3. No Nepotism. The Pacific Arts Association is a nonprofit organization located in Honolulu, Hawaii. All employees of the organization shall be hired on the basis of merit and not on the basis of their family, blood, or kin relationship to any member of the Board of Directors or any current employee.

Sec. 4. Conflict of Interest. No employee or Board member of the organization shall take any official action on behalf of the organization directly affecting (a) any business or other undertaking in which the person has a substantial financial interest, or (b) a private undertaking in which the person is engaged as legal counsel, adviser, consultant, representative, or in any other agency capacity. End

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