Approved by the Executive Council of the WHA, 1983, and updated in 2023.

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ARTICLE I: NAME

Bylaw pursuant to Article I of the WHA Constitution: The World History Association, Inc., is a Massachusetts non-profit corporation.

 

ARTICLE II: PURPOSE

Bylaw pursuant to Article II of the WHA Constitution: The purposes of the Association, as set forth in the Constitution, are exclusively charitable, educational, or religious, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (“Section 501(c)(3)”). In furtherance of such purposes, the Association shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Constitution and these Bylaws.

 

ARTICLE III: MEMBERSHIP

None

 

ARTICLE IV: OFFICERS AND TERMS OF OFFICE

None

 

ARTICLE V: COUNCIL

Bylaws pursuant to Article V, section 3 of the WHA Constitution:

1. A quorum for the Council shall consist of eight members, either in person or electronically.

 

   2. All business requiring a vote shall be by majority vote of those present, other than financial matters that involve expenditures of greater than $10,000,

       which requires two thirds of the entire Council to assent.

 

   3. Any action required or permitted to be taken by the Council or any committee thereof may be taken without a meeting if all members of the Council or

       any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the 

       members of the Council or any such committee shall be filed with the minutes of the proceedings of the Council or such committee.

 

   4. Any member may participate in a meeting of the Council or a committee by means of a conference telephone or similar communications equipment

       allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at

       a meeting.

 

ARTICLE VI: BUSINESS MEETING

Bylaws pursuant to Article VI, section 2 of the WHA Constitution:

1.  A quorum for the annual business meeting shall consist of ten members, in addition to the Council members in attendance.

 

   2.  The business meeting will receive reports from the President, Treasurer, Executive Director, the editor of the ​Journal of World History, ​the editor of the​ World History Bulletin,​and chairs of the standing and ad hoc committees.​ When possible, these will be circulated in advance.

 

   3.  The Council will bring to the business meeting any matters on which it feels members need to be informed.

 

   4.  Members of the association may also initiate discussion and suggest measures at the business meeting. All measures or resolutions adopted by the 

        business meeting shall be by majority vote of those present, and will then come before the Council for acceptance, nonconcurrence, or veto. The

        Council shall vote on these in a timely manner, through electronic voting. If accepted by the Council, they shall be binding on the association.

 

   5.  The Council may veto any measure adopted by the business meeting that, upon advice of counsel, it believes to be in violation of law. The Council shall

        circulate to the members an explanation for each such veto.

 

   6.  The Council may vote not to concur in any measure adopted by the business meeting, and within ninety days of the Council meeting following the

        business meeting, will circulate to the entire membership its opinion of each measure with which it does not concur and submit the measure to a ballot

        of the entire membership. If the measure is approved by a majority of the association’s total members, the measure shall be binding on the association.

 

   7.  The Council may postpone implementation of any measure adopted by the business meeting or approved by membership ballot that in its judgment is

        financially or administratively unfeasible. The Council shall circulate to the members an explanation of each such decision and justify it at the subsequent

        business meeting.

 

ARTICLE VII: NOMINATIONS AND ELECTIONS

Bylaws pursuant to Article VII, section 2 of the WHA Constitution:

1. The Nominating Committee shall solicit nominations for officers and Council members at least three months in advance of the elections. Members may nominate others, or self-nominate. The Nominating Committee, or the Executive Director, will ascertain that candidates nominated by others consent to stand for election.

 

   2. From those nominated, the Nominating Committee shall determine a slate of candidates.

 

Bylaws pursuant to Article VII: section 3 of the WHA Constitution:

1. The slate of nominations set by the Nominating Committee shall be presented to the members at least two months in advance of the election. This shall include statements from each candidate, to be solicited by the Executive Director.

 

   2.  Nominations may also be made by petitions carrying in each case the signatures of five percent of the membership in good standing, and indicating in  '

        each case the particular vacancy for which the nomination is intended, and that the person nominated has consented to stand for election. Nominations 

        by petition must be in the hands of the chairman of the Nominating Committee at least one month before the election. In distributing the annual ballot to

        the members of the association, the Nominating Committee shall present such candidates nominated by petition along with its own candidates.

 

 

ADDITIONAL BYLAWS

 

1. PROFESSIONAL BEHAVIOR POLICY

The WHA Council has approved a Professional Behavior Policy to encourage mutual respect, which applies to all attendees at the annual meeting and at other WHA sponsored functions, including electronic ones. This is posted on the WHA website. Membership in the association may be revoked by the Council in certain circumstances, including, but not limited to, violations of the association’s professional behavior policy and felony convictions.

 

2. ASSOCIATION PUBLICATIONS

1. The association shall publish the ​Journal of World History​ as its official, peer-reviewed scholarly journal. The editor(s) of the ​Journal of World History ​is an ex-officio, non-voting member of the Council. If the position of editor becomes vacant, the officers and the council shall work with the publisher of ​JWH to find an appropriate replacement. The editor shall be required to make a report to the annual meeting.

 

   2. The association shall publish the ​World History Bulletin ​as its official forum for short essays, pedagogical materials, book reviews, association news, and         other materials. The editor(s) of the ​World History Bulletin​ shall be chosen by the Council. The editor(s) must make a report to the annual meeting.

 

   3. The association may also choose to be affiliated with other print or online publications and resources, such as H-World and World History Connected,   

      subject to approval of a majority vote of the Council. Editors of such publications may be invited to provide reports to the annual meeting.

 

3. COMMITTEES

1. The Council shall establish such standing or ad hoc committees as are needed to assist in conducting the affairs of the Association.

 

   2.  The President shall appoint committee members, usually consisting of both Council members and general members, for one term of three years, which

        can be repeated, as appropriate. In addition to the Standing Committees detailed in the Constitution (Executive, Finance, Nominations), Standing

        Committees may include prize committees, the program committee for the annual meeting, and ad hoc committees such as Teaching; Research;     

        Community College; Social Media.

 

4. ACLS DELEGATE

The WHA is a member of the American Council of Learned Societies, and is expected to send a delegate to the annual meeting of the ACLS. The delegate will be chosen by the Council. Per ACLS rules, the delegate serves a four-year term.

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5. INDEMNIFICATION

1. Indemnity Under Law . The Association shall indemnify and advance the expenses of each person to the full extent permitted by law.

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   2.  Additional Indemnification: The Association hereby agrees to hold harmless and indemnify each of its Officers, Council members, employees and agents (the “Indemnitee”) from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the Association to procure a judgment in its favor, including an action, suit or proceeding by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee served in any capacity at the request of the Association, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is, was or at any time becomes an Officer or Council member of the Association, or is or was serving or at any time serves such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, whether arising out of any breach of the Indemnitee’s fiduciary duty as an Officer, employee or agent of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise under any state or federal law or otherwise; provided, however, that no indemnity pursuant to Section 2 shall be paid by the Association (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest.

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3.  The obligation of the Association to indemnify contained herein shall continue during the period the Indemnitee serves as an Officer, Council member, employee or agent of the Association and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was an Officer of the Association or served at the request of the Association in any capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

 

4.  Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Association, notify the Association of the commencement thereof; but the omission so to notify the Association will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Section. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Association of the commencement thereof:

 

5.  The Association will be entitled to participate therein at its own expense; and, except as otherwise provided in the last sentence of this subpart, to the extent that it may wish, the Association jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Association to the Indemnitee of its election so to assume the defense thereof, the Association will not be liable to the Indemnitee under this Section for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided in the last sentence of this subpart. The Indemnitee shall have the right to employ Indemnitee’s own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Association of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (A) the employment of counsel by the Indemnitee has been authorized by the Association in connection with the defense of such action, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Association and the Indemnitee in the conduct of the defense of such action, or (C) the Association shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be borne by the Association (it being understood, however, that the Association shall not be liable for the expenses of more than one counsel for the Indemnitee in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). The Association shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Association or as to which the Indemnitee shall have made the conclusion provided for in clause (B) of the preceding sentence of this subpart.

 

6.  Anything in this Section to the contrary notwithstanding, the Association shall not be liable to indemnify the Indemnitee under this Section for any amounts paid in settlement of any action or claim effected without its written consent. The Association shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Association nor any such person will unreasonably withhold their consent to any proposed settlement.

 

7.  In the event of any threatened or pending action, suit or proceeding which may give rise to a right of indemnification from the Association to the Indemnitee pursuant to this Section, the Association shall pay, on demand, in advance of the final disposition thereof, expenses incurred by the Indemnitee in defending such action, suit or proceeding, other than those expenses for which the Indemnitee is not entitled to indemnification pursuant to clause (ii) of the proviso to part (a) of this Section or part (b) of this Section The Association shall make such payments upon receipt of (i) a written request made by the Indemnitee for payment of such expenses, (ii) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Association hereunder, and (iii) evidence satisfactory to the Association as to the amount of such expenses. The Indemnitee’s written certification together with a copy of the statement paid or to be paid by the Indemnitee shall constitute satisfactory evidence as to the amount of such expenses.

 

8.  The rights to indemnification and advancement of expenses granted to the Indemnitee shall not be deemed exclusive, or in limitation of any other rights to which the Indemnitee may now or hereafter be entitled under the Constitution and Bylaws, as now in effect or as hereafter amended.

 

9.  Limitation. No amendment, modification or rescission of this Bylaw shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.

 

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