| 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.
Section 11
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4) serving as depository for published and unpublished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.
Section 11
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.
Section 111
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.
Section 11
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).
Section 111
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.
Section 1V
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)].
Section V
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.
Section V1
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.
Section V11
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
11]
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].
Section 2
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.
Section 3
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.
Section 4
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.
Section 11
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.
Section 111
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.
Sections 1V
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.
Section V
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.
Section V1
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
.
Section V11
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.
Section V111
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.
Section 1X
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.
Section 11
Annual dues shall be fixed by the Board in the
following categories: Honorary, Institutional, Faculty,
Associate (nonfaculty), and Student.
Section 111
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.
Section 1V
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.
Section V
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.
Section V1
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.
Section V11
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.
Section V111
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.
Section 1X
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.
Section X
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.
Section X1
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.
Section X11
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.
Section 2
This Constitution may be amended by mail vote of
the members. A majority of the votes cast is sufficient
for approval.
Section 3
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.
Section 4
The amendments and provisions of the Articles of
Incorporation and the Constitution shall supersede
and nullify all previous enactments in conflict with
them.