BY-LAWS OF THE AMERICAN PORTUGUESE STUDIES ASSOCIATION

Article I: Name and Address
A. This corporation shall be called the American Portuguese Studies Association (APSA), A Nonprofit Corporation, having offices at Iowa State University, Ames, IA 50011 USA.

B. The Corporation may maintain its offices elsewhere as business necessitates.

Article II: Objectives and Functions
The primary purposes of this Corporation are: to promote scholarly research on the Portuguese-speaking world; to further contact among persons of diverse fields; to increase awareness of the Portuguese-speaking world among academic programs; and to promote the development of Portuguese language programs in North America.

APSA promotes the study of all topics related to the Portuguese-speaking world, its languages, literatures, and cultures. Preferred language of publication for the APSA journal ellipsis shall be English; submissions in Portuguese and Galician will also be accepted.

Article III: Membership
A. Qualifications
Membership is open to those persons who support the primary purposes of this Corporation as stated in Article II above. Termination of membership shall occur only if the member no longer supports the objectives of the Corporation and/or the member fails to pay the designated dues.

B. Classes of membership
1. Voting
Those individuals who are currently registered through payment of dues are considered voting members.
2. Non-voting
Institutions are considered non-voting members. Those individuals who wish to be affiliates and do not pay dues are also considered non-voting members

C. Dues
Dues will be assessed by the Executive Committee on a yearly basis and are payable in full upon application for membership. Membership renewals are payable on a yearly basis at the beginning of each calendar year. Individual dues entitle the member to vote on the affairs of the Association and to receive all mailings, including the Journal of the Association. Institutional dues entitle the member to a copy of the Journal of the Association.

Article IV: Officers and Executive Committee
A. The Officers of the Association shall be:
1. President
2. Vice-President
3. Secretary
4. Treasurer
5. Executive Editor of the Journal of the Association (ex officio)
6. At least four additional members representing institutions from K-12 to those with graduate programs in Portuguese
7. Immediate Past President
Additional members may be added, as deemed necessary by the Executive Committee, up to a total of 15.

B. Duties of the Executive Committee and the Officers of the Association
1. Duties of the Executive Committee
The Executive Committee shall manage the affairs of the Association; shall select the sites of the conference based on proposals from the potential hosting institution(s); shall appoint the Nominating Committee; shall appoint the Executive Editor and the Managing Editor of the Journal of the Association; shall act on the Executive Editor's nominations for the Associate Editors and the Advisory Board of the Journal; and may meet at its own discretion between national meetings of the Association.

2. Duties of the President
The President shall preside over all meetings; shall serve as chair of the Executive Committee; shall make appointments as directed by the membership and/or Executive Committee; shall remove Officers or committee members for dereliction of duty with the approval of the Executive Committee; shall fill vacancies in office or on committees caused by death, resignation, or removal; and shall countersign all bills in excess of $1,000.00 before they may be paid by the Treasurer.

3. Duties of the Vice-President
The Vice-President shall chair the sub-committee for organizing the biennial international conference; and shall assume the duties of the President in case of need.

4. Duties of the Secretary
The Secretary shall keep the minutes of all meetings; shall keep the current membership register; shall prepare the mailings to members; and shall perform other secretarial functions as determined by the Executive Committee.

5. Duties of the Treasurer
The Treasurer shall pay all bills of the Association; shall keep complete and accurate records of its financial affairs; and file all tax reports to preserve its non-profit status.

6. Duties of the Executive Editor of ellipsis, the Journal of the Association
The Executive Editor shall supervise the smooth running and regular publication of the Journal; shall make recommendations to the Executive Committee regarding Editorial Board positions; and shall submit yearly budget reports for approval by the Executive Committee.

C. Terms of office of the Officers and the Executive Committee
1. The President, Vice-President, Secretary and Treasurer shall serve a two-year term of office to commence on January 1.
2. All remaining members of the Executive Committee shall serve a four-year term of office to commence on January 1.
3. The Executive Editor of the Journal of the Association shall serve one six-year term as Editor and voting Executive Committee member ex officio.
4. No officer may serve on the Executive Committee for more than eight consecutive years.

Article V: Nominating Committee
A. The Nominating Committee shall consist of three members of the association elected by the Executive Committee and shall be chaired by the Past President.

B. The Nominating Committee shall carry out nominations and elections for Officers and Executive Committee members; and shall present to the membership a slate of nominees for each vacant position every two years.

Article VI: Meetings
A. APSA conference and business meeting shall take place every two years at a site designated by the Executive Committee.

Article VII: Voting by the membership
A. Voting for Officers and Executive Committee members shall take place before January 1 by mail ballot sent to all eligible voting members. A simple majority of those members voting shall determine the winner of each office. Ballots must be received from at least 30% of the members for the election to be valid.

B. A quorum for purposes of voting on a motion to be submitted to members at the business meeting shall be a majority of all members attending the meeting.

Article VIII: Journal of the Association
The Journal of the American Portuguese Studies Association shall be called ellipsis; and shall be published on an annual basis under the auspices of an Executive Editor as appointed by the Executive Committee.

Article IX: Procedure for amending by-laws
Motions to amend these by-laws may be made at any meeting of the general membership. The power to alter, amend, or repeal these by-laws or to adopt new by-laws is vested in the voting membership at the business meeting; the approval of 2/3 of those present is needed for altering, amending, or repealing. These by-laws may also be altered, amended or repealed by mail by two thirds of those voting, provided total number of votes cast is no less than thirty percent of eligible voters.