AMERICAN INSTITUTE FOR YEMENI STUDIES
CORPORATE BY-LAWS
revised November, 2019
ARTICLE I
MEMBERS
Section 1.01. Membership
Both Institutions and Individuals are eligible for membership in the corporation. Institutional Members and Members shall be entitled to representation on the corporation’s Board of Directors. Student Members and Patrons shall not be so entitled.
Section 1.02. Institutional Members
The Charter Members of the corporation:
American Foundation for the Study of Man
University of California, Berkeley
University of California, Los Angeles
Carnegie Mellon University
University of Chicago
University of Colorado, International Research Center for Energy and Economic Development
Georgetown University
Harvard University
New York University
Northern Illinois University
Princeton University
University of Texas
University of Toronto
University of Utah
shall be the first Institutional Members. Generally recognized academic and educational institutions engaged in any aspect of Yemeni Studies shall become Institutional Members upon application to the Secretary and election by a majority of the Directors at an Annual or Special Meeting of the Board. The President shall give each Director a written notice of the application for Institutional Membership at least ten days prior to the vote. The Charter Members of the Corporation (as listed above) shall designate the first members of the Board of Directors except for the Directors-at-Large who will be elected by mail ballot by the members. Associate Institutional Membership shall be available to any non-USA academic institution worldwide with an interest in Yemeni Studies. A representative of the Associate Institutional Membership may attend the annual Board Meeting as a non-voting member. All proceeds from this Associate Institutional Membership shall go directly into the special Al-Eryani fund for Yemeni scholars’ fellowships in Yemen.
Section 1.03. Patrons
Individuals as well as businesses and corporations are eligible. This is a non-voting membership.
Section 1.04. Individual Members
Individual scholars and interested lay people shall be eligible to become Members with voting rights to elect Directors-at-Large. Retired Professors shall pay the same membership fees as Students, and both will have full voting rights. All individual memberships shall be subject to such additional qualifications as the Directors may from time to time establish.
Section 1.05. Annual Dues
The annual dues payable by members are fixed according to the following categories for the academic year July 1 to June 30. [Note, these fees take effect for 2021. Until then the fee for members is $25 and for institutional members in $250.]
Institutional Members - $150
Associate Institutional Membership - $75
Patrons - $250 and up
Members - $35 or $90 for 3 years
Retired Professors - $10
Students - $10
Yemeni Scholars in Yemen - free
The Directors shall have the power by majority vote to increase or decrease the annual dues from time to time. All members shall be treated equally with respect to dues within a given class of membership. No increase in dues shall be retroactive or applied against a member who after receiving notice of the increase serves upon the Secretary written notice of resignation.
Members who within ninety days from the time dues duly levied are payable, do not pay such dues shall upon a vote of the majority of the Directors be removed from membership. The financial obligation arising out of membership in the Institute shall be limited to membership dues.
Section 1.06. Resignation of Members
Any member may resign upon written notice to the Secretary and will thereby be relieved of liability for dues for the following academic year but not for the year of resignation.
Section 1.07. Relationship Between Members and the Corporation
The Board of Directors shall be the sole representative of the corporation in dealings with individuals or other organizations. No member shall attempt to represent the corporation whether in making any statements for publication or otherwise unless the Board of Directors shall by resolution have specifically approved the action.
Section 1.08. Exclusions and Restrictions
Persons or organizations associated with intelligence activities are excluded from association with the Institute. The President may, if necessary, appoint a committee to review allegations of wrong-doing.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. Board of Directors
The business of the Institute shall be conducted by the Board of Directors.
Section 2.02. Number
The Board of Directors shall consist of a Director representing each Institutional Member and Directors-at-Large who will be elected by a majority vote of the Members. The Directors-at-Large shall number seven. Directors-at-Large shall serve for a period of four years.
Section 2.03. Powers
All powers of the corporation except those specifically reserved or granted to the members by law, by the Certificate of Incorporation, or by these By-Laws are hereby granted to and vested in the Board of Directors.
Section 2.04. Appointment of Directors
Each Institutional Member shall be represented on the Board at all times by one Director. The appointment of a Director shall be made in writing to the Secretary and shall be effective upon receipt. Directors shall serve until replaced by the Institutional Member who has appointed them.
Section 2.05. Directors-at-Large
Any individual member may nominate themselves or another Member as Director-at-Large.
Nominations shall be called for by the President in a mailing to all members. The compiled list of nominees shall be sent to Members with a ballot to be returned by mail prior to the Annual Meeting. The persons receiving the most votes for the number of open positions will be elected.
The elected Directors-at-Large shall be inducted at the Annual Meeting and shall possess all rights, duties and powers of the other Directors. All references hereinafter to Directors shall include Directors-at-Large unless otherwise specifically provided.
Section 2.06. Honorary Directors
Advisory non-voting Honorary Directors may be elected by the Board to serve for a period of three years.
Section 2.07. Resignation and Removal
A Director may resign at any time by giving written notice to the Secretary. Resignation shall take effect at the date of receipt of such notice or at any other time specified therein. A Director-at-Large may be removed by a majority vote of the Board.
Section 2.08. Replacement of Directors
An Institutional Member may at any time replace its appointed Director by giving notice in writing to the Secretary stating the effective date and designating a replacement. Whenever an appointed Director is no longer able or willing to serve, (s)he shall be replaced by the Institutional Member which (s)he represents.
ARTICLE III
OFFICERS AND COMMITTEES
Section 3.01. Officers
The officers of the Institute shall be President, a Vice President, a Secretary, and a Treasurer who shall be elected by the Board of Directors at its Annual Meeting. Each term shall run four years.
Section 3.02. President
The President shall have general supervision over the business and operations of the corporation, subject to control of the Board of Directors. (S)he shall chair the meeting of the Board of Directors.
Section 3.03. Vice President
The Vice President shall act as the President in the absence or disability of the President and shall perform such duties as may from time to time be assigned them by the President or the Board of Directors.
Section 3.04. Secretary
The Secretary shall: record all votes of the Directors and the minutes of the meetings of the Board of Directors in a book or books to be kept for that purpose; see that notices are given and records properly kept and filed by the corporation as required by law; be the custodian of the seal and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and perform such duties as may be assigned them by the Board of directors or the President.
Section 3. 05. Treasurer
The Treasurer shall have charge of all receipts and disbursements of the corporation and shall have or provide for the custody of its funds and securities. (S)he shall have full authority to receive and give receipts for all money due and payable to the corporation, and to endorse checks, drafts, and warrants in its name on its behalf, and to give full discharge of the same. (S)he shall deposit all funds of the corporation except such as may be required for current use in banks or other places of deposit as the Board of Directors may designate, and in general shall perform all duties incident to the office of Treasurer and such other duties as may be assigned to them by the Board of Directors or the President.
Section 3.06. Other Officers and Representatives
The Board of Directors may appoint such other officers and representatives as it shall consider necessary or desirable to carry out the purposes of the corporation, and they shall have such authority and perform such duties as the Board of Directors may assign to them.
Section 3.07. Other Committees
The Board of Directors may at any time appoint additional committees consisting of Directors or other persons to perform such duties and make such investigations and reports as the Board shall determine. Such committees, unless otherwise designated by the Board, shall arrange their own organization and times and places of meetings. Information on times and places of committee meetings shall be conveyed to the Board prior to such meetings. The Board of Directors may, either at the time the committees are formed or at any later time, name alternates to serve in the absence of any member of any committee.
Section 3.08. Delegation of Powers
The Board of Directors may by resolution delegate to any officer or to any committee the power to appoint, and to prescribe the duties of, additional officers and representatives.
Section 3.09. Resignation
Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. The resignation shall take effect on the date of receipt of notice or at any time specified therein and, unless otherwise provided, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.10. Removal of Officers
Any officer or representative of the corporation may be removed by a majority vote of the Board of Directors whenever in their judgment the best interests of the corporation will be served thereby.
ARTICLE IV
MEETINGS
Section 4.01. Annual Meeting
The Board of Directors shall meet annually for the purpose of organization and for the transaction of such business as may be appropriate. The meeting shall take place on such date and at such place either within or without the State of Illinois as the President or a majority of directors shall decide.
Section 4.02. Special Meetings
Special Meetings of the Board of Directors may be held whenever called by the President or by a majority of Directors. Such special meetings shall be held at such place or places that the President or a majority of Directors shall decide.
Section 4.03. Notice
Notice of annual meetings stating time and place, and notice of special meetings stating time, place, and general nature of business to be transacted, shall be given by the President in writing to each Director at least thirty days prior to the date of the meeting.
Section 4.04. Quorum
The presence of a majority of Directors shall constitute a quorum for the transaction of all business at all meetings.
Section 4.05. Voting by Proxy
A Director may vote on any matter to be taken up at a meeting which (s)he is unable to attend by submitting a written proxy to the Secretary.
Section 4.06. Organization of Meetings
At every meeting the President, or in his/her absence the vice President, shall act as chair and the Secretary, or in his/her absence a person appointed by the chair, shall act as Secretary.
Section 4.07. Parliamentary Procedure
Roberts Rules of Order shall be the reference for parliamentary rules in case of discrepancy.
ARTICLE V
REMUNERATION, BONDING, BORROWING, DEPOSITS, AUDITS, FINANCIAL REPORTS
Section 5.01. Expenses and Remuneration
The officers and the Directors shall receive no remuneration as such but may be reimbursed for out-of-pocket expenses as circumstances allow.
Section 5.02. Bonding of Officers and Representatives
The Treasurer and such other officers and representatives as may be determined by the Board of directors may be bonded in such amounts as the Board of Directors may decide.
Section 5.03. Deposits
All funds of the corporation shall be deposited to the credit of the corporation in such banks or other depositories as the Board of Directors may approve or designate and such funds may be withdrawn only upon checks or other instruments signed by the Treasurer or by such persons as may be authorized as signatories by the Board.
Section 5.04. Annual Audit
The accounts of the corporation shall be audited at least once each calendar year by an independent accountant selected by the Board of Directors.
Section 5.05. Financial Reports
At each annual meeting of the Board of Directors, the Treasurer shall report on the finances of the corporation. This report shall include information on gifts received and grants made by the corporation.
Section 5.06. Fiscal Year
The fiscal year of the corporation shall be from July 1 to June 30 (cf. Article I, Section 1.05. Dues).
ARTICLE VI
AMENDMENT
Section 6.01.
Any or all provisions of the By-Laws of the Corporation may be amended, altered, or replaced by a majority vote of the Directors at any meeting duly convened after due notice to the Directors giving a summary of the proposed amendments.
ARTICLE VII
NOMINATIONS FOR ELECTED OFFICERS
Section 7.01. Nominating Committee
The Directors shall appoint a nominating committee of three individuals. The Nominating committee will present to the officers in writing the names of candidates for each office to be filled by election by the Directors at the Annual Meeting. The Nominating Committee shall submit its written nominations to the officers two months prior to the Annual Meeting.
Section 7.02. Additional Nominations
Individual Directors may offer nominations from the floor of the Annual Meeting of the Board of Directors for election to any office.
ARTICLE VIII
INTERNAL REVENUE CODE 501(c)(3) TAX EXEMPTION PROVISIONS
Section 8.01. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these By-laws, this corporation shall not carry on any 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, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 8.03. Distribution of Assets
Upon the dissolution of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.