Article I – Name and Official Emblem

Section 1. The name of this association is The American Cryptogram Association.

Section 2. The official emblem of the Association is the scytale, with ACA thereon, and the phrase Cryptograms “The Aristocrat of Puzzles”, within an equilateral triangular frame containing the words American Cryptogram Association as pictured below:

Article II – Purpose

Section 1. The purpose of this Association is to help its members improve their knowledge of cryptology and to make materials and publications available to assist in the study of this subject.

Section 2. This Association shall be nonprofit, nonpartisan, nonsectional and nonsectarian.

Article III – Membership

Section 1. Any individual with an interest in cryptology shall be eligible for membership.

Section 2. Applications for membership shall be on forms provided for that purpose, and signed by the applicant.

Section 3. Annual dues shall be payable in advance to the Treasurer, the amount thereof as determined from time to time by the Executive Board.

Section 4a. Any member more than one month in arrears for dues shall be automatically dropped from membership. However, the Executive Board at its discretion may grant further time for payment upon written request by the delinquent member. Membership will start again with the then current issue, upon receipt of the renewal dues. Back issues will have to be bought from “For Sale” items, as listed in The Cryptogram.

Section 4b. Any member may resign from the Association upon written notice to the Treasurer, but dues are not refundable.

Section 4c. Any member may be suspended by a majority vote of the Executive Board after written charges filed by another member have been investigated by the Board and the accused has been given an opportunity to read the charges and to reply. A suspended member shall have the right of appeal to the membership at the next annual business meeting and may be recommended for reinstatement by a majority vote of the members present.

Section 5. Each member shall be entitled to cast one vote for the election of officers via the official ballot and, if present at the annual business meeting, to vote on any issues that are considered.

Article IV – Officers

Section 1a. Elective officers of the Association shall consist of a President, Vice-President, Secretary, and Treasurer.

Section 1b. Positions of Historian and Editor shall be filled by appointment by the Executive Board and each shall be an officer of the Association.

Section 1c. Editor and Publisher offices may be combined as Editor/Publisher. The Publisher of The Cryptogram, shall be chosen by the Editor and ratified by the Executive Board.

Section 2. The President shall be the chief executive officer of the Association, appoint committee chairs, be ex-officio a member of all committees, and shall preside at the annual business meeting.

Section 3. The Vice-President shall assist the President and shall perform the duties of the President during the absence of the President or the inability of the President to act.

Section 4. The Secretary shall record the minutes of the annual meeting of the Association, announce the results of the mail and electronic ballots from the membership, and report the formal actions of the Executive Board during the past year.

Section 5. The Treasurer shall be the custodian of all monies and other financial assets of the Association, shall maintain full and accurate records of all receipts and expenditures, keep track of membership dues, pay all properly presented bills, and prepare an annual report to be published in The Cryptogram. Other responsibilities shall be: To receive dues, keep track of noms, and send out necessary materials to new members. The Treasurer shall also make recommendations to the Executive Board for the investment of surplus or reserve funds. If the need arises, the Treasurer shall suggest a member to serve as assistant during the term of office; said assistant to replace the Treasurer should the Treasurer be unable to continue in office.

Section 6. The Historian shall be responsible for the maintenance of the official History of the Association. The Historian shall also seek and solicit copies of Association records, minutes, rosters, Executive Board “meetings”, memorabilia, artifacts, and other material related to the Association’s history, for the purpose of organizing and maintaining an official collection of historical material.

Section 7. The Editor/Publisher is responsible for editing and preparation of all organization publications. The Editor shall collect, select and edit material for The Cryptogram, allowing nothing of a defamatory or libelous nature nor material classified by the U.S. Government to appear. If needed, the Editor may suggest a member to serve as Publisher during the term of office; said Publisher to assume the office of Editor/Publisher should that individual be unable to continue in office.

Section 8. The Publisher shall be responsible for the preparation and printing of all organization publications, as directed by the Editor. Printing and distribution of The Cryptogram is a primary responsibility. The Publisher shall maintain a duplicate copy of the membership list, furnished by the Treasurer, and be responsible for printing/distribution of a Directory.

Section 9. All officers shall preside in their respective offices at the annual business meeting. If any officer is absent, an alternate may be assigned to conduct the affairs of their office in their behalf. The minutes, Treasurer’s report, and other pertinent material shall be forwarded to the Editor for publication in The Cryptogram.

Section 10. All officers and volunteer workers in the Association shall serve without monetary compensation except for reimbursement of reasonable expenses.

Section 11. All officers, committee chairs, and other members performing duties on behalf of the Association shall deliver to their successors all files, papers, records, or property of any character belonging to the Association that shall be in their possession at the close of their term of office or completion of their assignment.

Article V – Executive Board

Section 1. The property, business and general conduct of the Association shall be managed, except as otherwise provided in this constitution and bylaws, by an Executive Board composed of the President, Vice-President, Secretary, Treasurer, Editor and Historian. This board shall hold quarterly “meetings”, at minimum, by mail when an assembled meeting of a majority of the Board is not feasible.

Section 2. Promptly after each annual election by members, the Executive Board shall affirm the appointment of the appointed offices.

Section 3. If any place on the Executive Board becomes vacant, the remaining members may fill the vacancy by majority vote for the unexpired term. Notice of such appointment shall be published in the next issue of The Cryptogram.

Article VI – Nomination and Election of Officers

Section 1. A nominating committee consisting of the President as chair, the Vice-President, and two past presidents appointed by the chair, shall select and furnish to the Executive Board before March 1, a single slate of nominees for the elective offices of the Association. Following approval by a majority of the Executive Board, this slate of nominees shall be published in the next issue of The Cryptogram.

Section 2. The slate of nominees shall include suitable members for each position. It is permissible to include the incumbent Vice-President for the position of President, and the incumbent Secretary for the position of Vice President, a procedure that would allow voters the option and opportunity of maintaining a progression and continuity of officers.

Section 3. Additional nominations may be made by petition, signed by at least ten members in good standing, filed with the Secretary by not later than June 1. No nominations may be made thereafter.

Section 4. All nominations shall appear on an official ballot that shall be mailed (or electronically distributed) to each member by the Publisher not later than August 1. This ballot shall give the name and address of the person designated to receive the ballots. The poll shall close at the convening of the business meeting at the annual convention, or if no convention is held, the date and time shall be set by the Executive Board and printed on the ballot.

Section 5. Election shall be by plurality of the votes cast by official ballot. To be counted, a ballot must be signed by the voting member. In case of tie, the winner shall be decided by lot at that time and following any such method as the presiding officer of the business meeting may direct.

Article VII – Terms of Office

Section 1. Term of office for all elected officials shall be one year, beginning with the reporting of the official balloting results at the annual business meeting, and concluding with the similar announcement of newly elected officers. In the absence of an annual business meeting the terms shall coincide with the Secretary’s tally of the ballots on the date set by the Executive Board and printed on the ballots.

Section 2. Officials appointed by the Executive Board shall serve until their successors are appointed or, in the case of special appointees, their assignments are completed. Appointees shall continue in office after the election only by reappointment by the new Executive Board.

Article VIII – Committees and Staff

Section 1. Committees of the Association may be appointed by the Executive Board when needed and as are capable of being staffed. Such committees and their duties shall be outlined in the By-Laws.

Section 2. Staff members of the Association may be appointed by the Executive Board as needed and shall be designated in the By-Laws.

Section 3. Names of volunteer helpers, staff members, and assistants, shall be reported to the Editor/Publisher for proper recognition and listing as an ACA Volunteer.

Article IX – Indemnification

The Association shall indemnify each individual who was, is or shall be a party, or is or shall be threatened to be made a party, to any suit or proceeding of any character by reason of any action taken or omitted by such individual, as an officer, member of the Executive Board, chair or member of any committee, or agent of the Association, or otherwise on behalf of the Association, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually incurred by such individual in connection with such suit or proceeding or threat thereof, but only if such individual took or omitted such action in good faith and in a manner he or she reasonably believed was in, or not contrary to, the best interests of the Association. The foregoing indemnification, however, shall not apply with respect to any claim made by the Association itself.

Article X – Annual Convention and Business Meeting

Section 1. The annual Association convention, if held, shall be held between mid-August and mid-September in each year, at a time and place designated by the Executive Board. If invitations to host the next convention are not received at the convention, each officer shall solicit and encourage “bids” for the convention from members in their local areas and other active members.

Section 2. Notices giving the location and date of the annual convention, if held, will be published in an issue of The Cryptogram prior to convention month.

Section 3. Sufficient time shall be set aside at the annual convention for the annual business meeting, held for the purpose of hearing reports, messages and recommendations made by members assembled. All such proposals and recommendations made by the members shall be reported to the Executive Board for their consideration and action. Results of the official balloting for the election of officers and any other matters on the ballot shall be announced at the annual business meeting and published in The Cryptogram.

Article XI – Publications

Section 1. The Association shall publish, on a periodic basis, an official magazine titled The Cryptogram, which shall be distributed to all members and subscribers. The size, number of pages, and frequency of publication shall be determined by the Executive Board.

Section 2. Other publications and items of cryptographic interest approved by the Executive Board may be financed by the Association. Such materials shall be judged on their educational merit and value to members and others, and need not be good business investments so long as an ample reserve fund for publication of The Cryptogram is preserved.

Section 3. The Association’s Library shall be maintained as the DAMON (George C. Lamb) memorial collection at the Kent State University in Kent, Ohio.

Article XII – Amendments

A proposed amendment to this Constitution must be signed by not less than ten members in good standing and filed with the Secretary who shall provide for its publication to the entire membership. Voting on such proposed amendments shall be by an official ballot that shall be mailed (or electronically distributed) to the entire membership. To be counted, a ballot must be signed by the voting member. This Constitution shall be amended by a two-thirds vote of the members voting, provided that affirmative votes representing at least ten percent of the membership are cast.

Article XIII – Dissolution

Upon dissolution or termination of the Association, after paying all outstanding liabilities, the remaining assets shall be distributed to the Kent State Library specifically designated for the betterment of the DAMON (George C. Lamb) collection established by the Association.