UNIVERSITY OF PENNSYLVANIA - AFRICAN STUDIES CENTER
Note: Original language for which amendment is suggested is placed between brackets ( ), followed immediately by the amendment. Words or sentences added are double underlined.
The Association shall encourage studies of the Sudan by:
1) sponsoring and or organizing annual conference(s) and other appropriate forms of scholarly exchange
2) serving as a clearing house for scholarly work undertaken by its members in order to facilitate research and avoid duplication of effort
3) acting as a resource center for interested scholars and others seeking information and other material on the Sudan
4) serving as depository for published and unpublished articles on the Sudan provided to the Association by its members and friends
5) endeavoring to facilitate interchange among similar organizations in other parts of the world
6) fostering a liaison and exchange programs between the Association and other scholarly institutions in the Sudan
7) informing members, individuals and institutions designated by the Executive (Committee) Secretary of relevant news pertaining to the Association throughout the year (by) through the publication of a quarterly newsletter.
No individual or group shall be excluded from membership in the Association on the basis of regional or national origin, (religious outlook) religion, political beliefs, (sex) gender, or ethnic affiliation.
Individual members in good standing shall have full rights to nominate candidates for office in the Association, vote thereon, and hold such offices if dully elected; members shall be entitled to participate, under applicable rules, in the meetings, programs and other activities of the association.
A member of the Association may resign upon written notification to the Executive Secretary. The Board of Directors, as constituted in accordance with ARTICLE FIVE, Section 11 of this Constitution, may remove any member from the membership rolls, whose acts are contrary to the ideals, purposes and accepted standards of the Association, or who makes improper use of membership of the Association. Such action may be overruled by a simple majority of the membership of the Association present at the annual Business Meeting. The Board of Directors may also, after providing a thirtyday written notice, terminate membership in the Association for non payment of regular dues.
No part of the net earnings of the Association shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and other distributions in furtherance of the purposes set forth above.
No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 ( or the corresponding provisions of any further United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 ( or the corresponding provisions of any further United States Internal Revenue Law).
The Association will not be an instrument or agent of any national government. The policies. programs of the Association will be determined solely and automatically by its elected leadership, appointed positions, and/or membership in a manner consistent with the constitution of the Association.
Section 11 The Board
The Board of Directors shall consist of all of the above officers and the members of the board, herein referred to as the "Board". Members of the Board shall attend the meetings and participate in the business of the Board, [cross out the words: (of the Association)] serve on subcommittees as may be established, and take on special assignments for the Board.
The Board may hold special meetings at the call of the President upon giving fifteen days notice to each (director) member of the Board. Such notice may be given personally, by mail, [delete the word (by)] telephone or telegraph, and which shall state time, place and purpose of the meetings.
Special meetings of the Board shall be called by the President at any time upon written (demand) request of at least (three) five members of the board.
A quorum of a meeting of the Board shall consist of a simple majority of its elected (membership) members. [Delete the words: (or not less than fifteen members).
Questions shall be decided by the Board by a majority of the votes cast at any meeting or by mail ballot. In case of a tie vote, the (decision of the President shall be final) President casts the deciding vote.
The President alone may, or shall at the written request of any member of the Board, ask the Board to vote on specific questions by mail ballot. Ballots shall be mailed by the Executive Secretary who shall specify on the ballots the date on or before which they are to be placed in the mail for return to the Executive Secretary. This date shall be not less than thirty days or more than sixty days from the date they were (placed in the mail by the Executive Secretary) mailed.
Reports of officers, representatives, delegates, committees, and agents shall be approved by the Board. At the direction of the Board, these reports may be presented in full or in brief form at the annual Business Meetings.
The Board [delete the words (of Directors)] shall act upon the budget provided by the (Treasurer) Executive Secretary. A budget shall be submitted by the Board at the annual Business Meeting for approval.
Certain duties of the Executive Secretary and the (Treasurer) Secretary and their assistants may be delegated by the Board to the extent the Board deems necessary when in the opinion of the Board these duties become too burdensome for the Executive Secretary and the (Treasurer) Secretary and their assistants, if any, to handle, and the Executive Secretary and the (Treasurer) Secretary and their assistants shall no longer be responsible for the performance of the duties so delegated by the Board.
Branches, sections, or divisions of the Associations may be established by the vote of the Board provided that the presiding officer and one half or more of the membership of such organization shall be and remain members of the Sudan Studies Association.
Section 111 Removal From Office
Any member of the Board who misses two consecutive meetings of the Board may be subject to removal for nonattendance. Written notification of this possibility will be provided after the first missed meeting with dismissal action possible by a twothirds vote of the Board during (or subsequent to) the second missed meeting. Such vacated offices shall be filled immediately in accordance with Article Five, Section 6. Members of the Board, including all officers, may also be removed from office by a majority vote of the total membership, voting in a mail referendum as provided in Article Eight, initiated by at least ten members in good standing. A Member of the Board may resign at any time.
The President, and PresidentElect shall be elected for a (one year) two year term at the conclusion of which the President terminates his/her office and this office is succeeded to by the PresidentElect who will serve a (one year) twoyear term as President. A new PresidentElect is elected (each year) every two years. The Executive Secretary and (Treasurer) Secretary shall be elected in alternate years, each to serve a term of (two) three years. This policy shall be instituted in the first instance with the Executive Secretary serving only one year. The members of the Board shall be elected, (five) two each year, for a term of three years. This policy shall be instituted in the first instance by (five) two elected Board members with the greatest number of votes serving a three year term: Successive annual elections will replace the Board Members as their terms expire. [Cross out the following sentence: (The Executive Secretary shall be appointed by the Board for a term of three years, subject to reappointment by the Board)]. The Editor shall be appointed by the Board for a term of two years, and may be reappointed for another term [Cross out the following sentence: (at which time new nominees are solicited)].
The Board [cross out the following words: (of Directors)] may, appoint, upon their acceptance, scholars to serve in any advisory capacity as Honorary Fellows of the Association.
Officers shall assume Office at the outset of the Annual Business meeting at which each in declared to be elected. On officer of the Association shall be eligible for reelection to the same position just held until a period of two years has passed expired since last holding that position. In the event of a vacancy in any office, through absence, death, resignation, or incapacity, the Board shall have the power to make interim appointments to (the) that office. The appointment shall terminate at the next Annual Business Meeting. The remaining term of the office shall be filled by election at the next annual election or by election at the Annual Business Meeting of the Association. Individuals so appointed or elected to interim terms for periods of one half or less of the normal elective term may be elected to that office for an immediate subsequent term.
Subject to general directives and limitations imposed by a majority of the membership at the Annual Business Meeting, any Special Meeting, or by mail ballot, the Board as a collective body, properly assembled, shall have the authority to execute on behalf of the Association all powers and functions of the Association as defined in this constitution, and further may perform any act necessary or appropriate for the administration of the affairs of the Association.
Section 11 Executive Secretary
The Executive Secretary shall have general charge of administrative matters under the direction of the President; shall act as secretary to the Board; shall render an annual report to the Board which upon approval shall be presented at the annual Business Meeting and included in the Minutes of the meeting; and may, subject to authorization and budgetary provisions by the Board employ clerical assistance.
The Executive Secretary shall compile the minutes of [cross out (Annual Business Meeting)] Special, Regional, and Joint Meetings of the Association which shall include the reports of all officers, committees, delegates, and representatives required to make such reports. All such minutes shall form the annual Report of the Association which shall be published in the Newsletter or another publication of the Association.
[Cross out the following paragraph: (In the case of a nonBusiness corporation, each corporation is required to file a biennial report due March 1st in each year following the year of Incorporation. The applicable report will be mailed to the first incorporated name listed on the Articles of Association the year the report is due. The filing fee is $10.00.)].
[Cross out the words: (Section 3 Treasurer)] The Executive Secretary [cross out the following words: (the Treasurer)] shall be responsible for the administration of the finances of the Association subject to budgetary and regulations approved by the Board and [cross out the words: (the Treasurer) shall be the Association's fiscal agent in dealing with other persons or organizations which may be employed on behalf of the Association by the Board to handle the funds of the Association. The Executive Secretary [cross out the words: (The Treasurer)] shall be responsible for the maintenance of proper and adequate records which at all times shall be open to inspection by the Board. The Executive Secretary [cross out the words ( The Treasurer)] shall submit a budget for the ensuing year and shall render an annual report which when approved by the Board shall be presented at the Annual Business Meeting for approval by the majority of the membership present. The annual report when published shall include a report of an audit of the books of the Association by Certified Public Accountant.
The Executive Secretary [cross out the words (The Treasurer) shall receive the proceeds for the surplus copies of publications owned by the Association [cross out the words (and shared by the Secretariat. The Treasurer shall provide the Executive Secretary with an upto date list of members)].
[Cross out the words: (Section 5 Executive Secretary)] The Executive Secretary, subject to the directive of the Board, shall be responsible for the maintenance of the central office of the Association, and shall have custody of the books and records of the Association as the Board may provide.
The Executive Secretary shall be a professional member of the staff of the institution housing the association Secretariat and will perform liaison with the host institution, and similar professional associations.
The Executive Secretary shall oversee the routine operations of the Secretariat and shall coordinate the flow of correspondence addressed to the Association to ensure that the appropriate officers and members are in timely receipt of such correspondence so that they remain abreast of Association affairs. [Cross out the following sentence: (The Executive Secretary shall assure timely mailing of the newsletter, other Association's mailings using an update list of members provided by the Treasurer)].
The Executive Secretary shall store surplus Association publications and arrange for their sale. The proceeds from such sales are to be kept in the Association's accounts. [Cross out the following sentences: (The proceeds shall be forwarded to the Treasurer)]. The Executive Secretary shall be available to arrange Association's meetings. [Cross out the following sentences: (should they take place at the Secretariat. The Executive Secretary shall be a member of the Board)]. The Executive Secretary may, subject to authorization and budgetary provision by the Board, employ clerical and editorial assistance.
In the event of absence, death, or incapacity of the (Treasurer) Executive Secretary, the Secretary shall have power to receive and disburse funds of the Association. Such powers shall remain in force until a successor to the (Treasurer) Executive
Secretary is appointed or elected.
Section 111 The Secretary
The Secretary shall compile the minutes of the Annual Business Meetings, shall see to it that the membership and mailing list for the distribution of the publications of the Associations is maintained, and shall provide the Executive Secretary and the Editor with an uptodate list of all members. In fulfilling these duties, the Secretary shall work closely with the Executive Secretary and the Editor.
Section 1V Editor
The Editor shall have full charge of the Newsletter and all other publications of the association under the direction of the Board, and subject to the provisions of this Constitution, may make minor adjustments in basic contracts relating to publications, and, subject to the approval of the Board, may enter into agreements with individuals and institutions for financing publications. The editor shall certify to the (Treasurer) Executive Secretary all bills relating to publications and distribution of publications. The Editor may, subject to review by the Board, appoint Associate and Assistant Editors. The Associate and Assistant Editors shall serve concurrently with and under the direction of the Editor, to whom they shall be responsible. The editor may, subject to authorization and budgetary provisions by the Board, employ clerical and editorial assistance.
[Cross out the words: (Section 6 Members of the
Board) which now appears under Article Five, Section
Section V Regional Representation
Members in good standing may volunteer or be appointed by the President to serve unlimited terms as Regional Representatives. These representatives are encouraged to serve in an advisory capacity to the (Executive Committee) Board to represent the Association in their region, and to promote the affairs of the Association in their communities and institutions.
[Cross out (Section 8 Board of the Association),
which is now combined with Article Five, Section 11].
The Executive Secretary shall appoint without review by the Board, and whenever necessary, two tellers who shall act with the Executive Secretary as an Elections Committee. The Executive Secretary shall be chairperson of the Committee. Elections shall be administered by this Committee.
Each member in good standing shall be entitled to vote for one candidate for each office. Voting shall be by mail ballot, or in case of the Business Meeting, by show of hands. No identification of voter shall appear on the ballot. Ballots shall be mailed to members of the Association by the Executive Secretary at least sixty days before the annual Business Meeting. To be counted as votes, ballots must be in the hands of the Executive Secretary on or before a date specified by the Executive Secretary but not less than ten days before the Annual Business meeting. The results of the elections shall be announced by the Election Committee at the Annual Business Meeting . The Candidate for an office who receive the highest number of votes shall be declared elected to that office. In the event of a tie vote, the Elections Committee shall hold a runoff election at the Annual Business Meeting.
A referendum vote shall be held by mail ballot at any time upon the initiation of the Board, or a signed petition to the Board, by 2% of the individual membership. In order that they may be counted as votes, ballots must be placed in the mail be members and addressed to the Executive Secretary not more than sixty days after the date when they were mailed to members by the Executive Secretary. A Majority of votes received shall constitute the deciding vote. The Executive Secretary shall certify the vote to the Board.
Due notice of place, date and time of the next Annual Business Meeting and a list of nominees for vacant offices shall be published in the newsletter and/or mailed by the Executive Secretary to the members at least ninety days in advance of the date of the meeting. Notices of special Meetings shall be mailed by the Executive Secretary to members at least sixty days in advance of the meeting.
The Board may direct the Association to hold scholarly meetings, at which papers and reports of scientific interest are presented and symposia and discussions held, and the Board shall determine the time and place of these meetings. The Board shall then appoint a Program Chairperson and a local Arrangements Chairperson. These individuals shall have the responsibility of designing the form and content of the program and arranging for accommodations and facilities, in consultations with the Board. Notice of scholarly, joint or regional meetings shall be mailed by the Executive Secretary to the members as far in advance of the date of the meeting as possible and the preliminary program shall be mailed to members at least sixty days in advance of the meeting. Programs for joint or regional meetings shall be the responsibility of persons or special committees appointed by the President as conditions require.
Special meetings shall be called by the President at any time at the direction of the Board. Any matter of business may be decided at a Special Meeting provided notice of such business is specified in the call. Joint or Scholarly Meetings for the purpose of discussing scholarly problems, symposia, and matters of mutual interest among scholars may be called upon the direction by the Board, [delete the words: (of Directors) in both cases at least sixty days advance notice shall be given.
An annual meeting of the Board shall be held before the Annual Business meeting of the Association. Special meetings of the Board may be held at the call of the President. The President shall call a special meeting of the Board at any time upon the written demand of at least three members thereof, provided at least sixty days advance notice is given.
All matters of business of the Association may be decided by means of a referendum vote by mail ballot under the conditions specifies in Article Eight, Section .
The Board shall be empowered to (submit) carry out resolutions or motions passed at the Annual Business Meeting. [Cross out the following words: (for ratification by the membership in a mail ballot)]. If a resolution or motion passed at the Annual Business Meeting is not supported by a majority of the members of the Board, ratification by membership in a mail ballot shall be mandatory. The ballots shall be sent out by the Executive Secretary within thirty days of the Annual Business Meeting and returned to the Executive Secretary within sixty days of the mailing.
All resolutions adopted by the Association must fall within the scope of the objectives of the Sudan Studies association as stated in Article Two of the Constitution; those outside the scope of these objectives are to be ruled out of order. Resolutions must be posted conspicuously by the Executive Secretary at least 24 hours before the Annual Business Meeting and be distributed at the meeting.
In the event that 50 members of the Association consider that a resolution adopted by the members of the Board or by the Annual Business meeting is unrelated to the objectives set forth in Article Two of the Constitution, the officers of the Association shall be required to submit the question of its appropriateness to a mail vote by all members of the Association.
Annual dues shall be fixed by the Board in the following categories: Honorary, Institutional, Faculty, Associate (nonfaculty), and Student.
The Board shall determine whether there will be a type membership, such as sustaining (Life) Members, that provide longterm membership privileges resulting from special dues or the conferment of special status, as with retired persons or those in the position of Emeritus Professor.
The annual dues of a husband or a wife, who shall receive publications and communications of the associations as if they were a single member, but who otherwise shall have other privileges as if they were individual members, shall have their dues reduced by an amount determined by the Board.
Annual dues shall be payable on a date set by the Board. members ninety days in arrears shall not be entitled to receive the Association's publications or vote, and those one year in arrears may, after final 30 day notification, be dropped from the rolls. Members thus dropped may be reinstated by payment of their arrearages.
The Board may direct the transfer of sums of money from the working Fund to a Permanent Fund which shall be invested in the name of the Association in a manner not inconsistent with the requirements of Section 501 (c) (3) of the Internal Revenue Code.
The income from annual dues and from investments and other sources shall constitute the Working Fund, available for operation, and other (current) recurrent expenses consistent with the purposes of the Association as the Board may direct.
No financial obligation in excess of funds available in the treasury shall be assumed by the Board or by any officer on behalf of the Association except when approved by a twothirds vote of the membership of the Association present at a regular Annual Business Meeting or at s Special Meeting; provided that for the purpose of this section, estimated receipts from annual dues and other accounts receivable for the current year may be considered as receivable funds.
The Association shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of nay subsequent Federal tax laws.
The Association shall not engage in any act of selfdealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
The Association shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.
The Association shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any Federal tax laws.
This Constitution may be amended by mail vote of the members. A majority of the votes cast is sufficient for approval.
Amendments may be proposed by the Board or by 2% of the membership of the Association. The proposed amendments shall be mailed to the members of the Association by the Executive Secretary. Members shall address ballots to the Executive Secretary and place them in the mail not more than sixty days from the date they were mailed out by the Executive Secretary. An amendment shall go into effect immediately upon adoption otherwise as specifically provided.
The amendments and provisions of the Articles of Incorporation and the Constitution shall supersede and nullify all previous enactments in conflict with them.