These bylaws may be amended at any time by a 2/3 vote of the Board of Trustees.
Article I - Members
Section 1.01. Membership. There are three types of membership; institutional, patron and individual. Institutions and individuals shall be entitled to representation on the corporation’s Board of Trustees. Patrons shall not be so entitled.
Section 1.02. Institutional Members. Generally recognized academic and educational institutions engaged in any aspect of Afghanistan studies shall become Institutional Members of the Corporation upon application to the U.S. Director and election by a majority of the Trustees at an Annual or Special Meeting of the board.
Section 1.03. Patrons. Individuals as well as businesses and corporations who wish to offer financial and other types of support to the Institute are eligible to apply for membership. This is a non-voting membership.
Section 1.04. Individual Members. Individual with an interest in any aspect of Afghanistan studies shall be eligible to apply for membership and have the right to elect Trustees-at-Large (see Section 2.02).
Section 1.05. Annual Dues. Annual membership dues will be fixed for the forthcoming year at the annual meeting of the Board of Trustees. The schedule of dues will be posted on the AIAS website. Notification of dues payable will be issued within sixty (60) days following the annual meeting. Members who do not pay such dues shall upon a vote of a majority of the Trustees be removed from membership.
Section 1.06. Resignation of Members. Any member may resign upon written or electronic notice to the Secretary and will thereby be relieved of liability for dues for the following fiscal year but not for the year of resignation.
Section 1.07. Relationship Between the Members and the Corporation. The Board of Trustees shall be the sole representative of the corporation in dealings with individuals or other corporations. No member shall attempt to represent the corporation whether in making any statements for publication or otherwise unless the Board of Trustees shall by resolution have specifically approved the action.
Article II - Board of Trustees
Section 2.01. Board of Trustees. The business of the Institute shall be conducted by the Board of Trustees.
Section 2.02. Number. The Board of Trustees shall consist of a Trustee representing each Institutional Member, and Trustees-at-Large who will be elected by majority vote of the Individual Members. A Trustee-at-Large shall be elected for every ten (10) Individual Members at the time of election. The total number of Trustees-at-Large shall not exceed one-half the total number of Trustees. To meet this requirement the ratio of Individual Members to Trustees-at-Large may be changed by the Board of Trustees. Trustees-at-Large shall serve for a period of three (3) years. No person may serve as both an Institutional Trustee and Trustee-at-Large.
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 Trustees.
Section 2.04. Appointment of Trustees. Each Institutional Member shall be represented on the Board at all times by one Trustee. The appointment of a Trustee shall be made in writing by mail or electronic means to the Secretary and shall become effective upon receipt. A Trustee shall serve until replaced by the Institutional Member who has appointed him/her.
Section 2.05. Trustees-at-Large. Any Individual Member may nominate himself or herself or another Member as a Trustee-at-Large. Nominations shall be called for by the President in a communication to all Individual Members. The compiled list of nominees shall be sent to Members with a ballot to be returned by mail or electronic means prior to the Annual Meeting. Those persons receiving the most votes shall be elected based upon representation of one Trustee-at-Large to ten (10) Individual Members. The elected Trustees-at-Large shall be inducted at the Annual Meeting, and shall possess all the rights, duties, and powers of the other Trustees. All references hereinafter to Trustees shall include Trustees-at-Large unless otherwise specifically provided.
Section 2.06. Honorary Trustees. Advisory non-voting Honorary Trustees may be elected by the Board to serve for a period of three (3) years.
Section 2.07. Resignation and Removal. A Trustee may resign at any time by giving written or electronic notice to the Secretary. Resignation shall take effect at the date of receipt of such notice or at any other time specified therein. A Trustee-at-Large may be removed by a majority vote of the Board.
Section 2.08. Replacement of Trustees. An Institutional Member may at any time replace its appointed Trustee by giving notice in writing or by electronic means to the Secretary stating the effective date and designating a replacement. Whenever an appointed Trustee is no longer able or willing to serve, he/she shall be replaced by the Institutional Member, which he/she represents.
Article III - Officers and Committees
Section 3.01. Officers. The officers of the Institute shall be a President, a Vice President, a Secretary, and a Treasurer who shall be elected by the Board of Trustees at its Annual Meeting. Each officer shall serve for three years or until his successor shall have been duly chosen and qualified.
Section 3.02. President. The President shall have general supervision over the business and operations of the corporation, subject to the control of the Board of Trustees. He/she shall chair the meetings of the Board of Trustees. The President shall also serve as Chair of the Executive Committee (see below).
Section 3.03. Vice President. The Vice President shall act as the President when the President is unable to perform the functions of the office. In case of the President’s resignation, dismissal, or death, the Vice President shall assume the duties of the President and the title Interim President. The Interim President may then appoint an Interim Vice President at his/her discretion. Election of a new President shall take place at the next Annual Meeting or at a Special Meeting of the Board of Trustees. In addition, the Vice President shall perform such duties as may from time to time be assigned to him/her by the President or Board of Trustees.
Section 3.04. Secretary. The Secretary shall: record all votes of the Trustees and the minutes of the meeting of the Board of Trustees 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 other duties as may be assigned him/her by the Board of Trustees 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. He/she 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. He/she shall deposit all funds of the corporation except such as may be required for current use in such banks or other places of deposit as the Board of Trustees may designate, and in general shall perform all duties incident to the office of Treasurer and such other duties as may be assigned to him/her by the Board of Trustees or the President.
Section 3.06. Other Officers and Representatives. The Board of Trustees may appoint such other officers and representatives as it shall consider necessary or desirable to carry out the purpose of the corporation, and they shall have such authority and perform such duties as the Board of Trustees may assign to them.
Section 3.07. Executive Committee. The four officers and three Trustees elected by the Board of Trustees as members at-large shall comprise an Executive Committee. The President shall serve as Chair of the Executive Committee. The three at-large Trustee members of the Executive Committee shall be elected by the Board of Trustees for three-year terms. Decisions taken by the Executive Committee shall be determined by majority vote. Each member, including the President, shall have one vote. The Executive Committee shall meet as determined by the President. The Executive Committee shall act on behalf of the Board of Trustees in conducting ordinary business of the Institute subject to any limitations on that power imposed by the full Board. The Executive Committee shall report to the Board of Trustees at its Annual Meeting. Included in that report may be resolutions, motions or policies that the Executive Committee presents for Board discussion and action.
Section 3.08. Other Committees.The President may at any time appoint additional committees consisting of Trustees or other persons to perform such duties and make such investigations and reports as he/she or the Board of Trustees shall determine. Such committees, unless otherwise directed 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 President 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 3.09. Delegation of Powers. The Board of Trustees 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 3.10. Resignation. Any officer may resign at any time by giving written or electronic notice to the Board of Trustees 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 3.11. Removal of Officer. Any officer or representative of the corporation may be removed by a majority of the Board of Trustees whenever in their judgment the best interests of the Corporation shall be served thereby.
Article IV - Meetings
Section 4.01. Annual Meeting. The Board of Trustees 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 North Carolina as the President or a majority of Trustees shall decide.
Section 4.02. Special Meetings. Special meetings of the Board of Trustees may be held whenever called by the President or by a majority of Trustees. Such special meetings shall be held at such place or places that the President or a majority of Trustees 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 the business to be transacted, shall be given by the President in writing or by electronic means to each Trustee at least thirty (30) days prior to the date of the meeting.