The American Association of Teachers of Arabic
CONSTITUTION - 2002
I. Name, Purpose and Membership
1. Name. The organization shall be known as the American Association of Teachers of Arabic.
2. Purpose. The object of the Association shall be to promote study, criticism, and research in the fields of Arabic language pedagogy, Arabic linguistics, and Arabic literature, and to further the common interests of teachers of these subjects.
3. Members. The members of the Association shall be such persons as may be admitted to membership in the manner provided in Section I.5 hereof.
4. Classes of Membership. There shall be the following classes of membership in the Association.
(a) Regular Members. Regular members are teachers of Arabic Language or Literature or persons who are otherwise professionally involved with or have a keen interest in the Arabic language. Regular members are entitled to vote.
(b) Student Members. Student members are students of Arabic who are formally enrolled in an institution of higher learning and who intend to become professional teachers of Arabic. They shall have all the rights, privileges and obligations of regular members except the right to vote.
(c) Institutional Members. Institutional members are organizations interested in supporting the purpose and goals of this Association by contributing annually to its funds. They shall have all the rights, privileges and obligations of regular members except the right to vote.
(d) Supporting Members. Supporting members are those regular members who have chosen to make a substantial contribution to the organization. The designated amount of the contribution shall be determined by the Executive Board, and may be changed from time to time. These members shall be recognized in the AATA Newsletter. They shall have the same rights, privileges and obligations as the regular members.
New classes of membership, designated for fundraising purposes, may be created upon recommendation of the Executive Board and the vote of the individual members either at an annual meeting, or by mail ballot.
5. Admission. Applicants satisfying the conditions set out in Section I.4 hereof may be admitted to membership in the Association in the appropriate class of membership, by action of the Executive Board (see Section III) or in such manner as the Board may direct. Admission to membership depends upon payment of annual dues. The amount and manner of payment of the same shall be determined by the Executive Board.
6. Voluntary Withdrawal. Any member may withdraw from the Association on a date specified in a written notice given by such member to the Executive Director. Upon the date so specified such member shall cease to be a member of the Association and all his rights and obligations in respect of the Association shall terminate except such obligations as shall have accrued prior to the date so specified. Annual dues shall not be refunded, either in whole or on a pro-rated basis.
7. Suspension and Termination of Membership. The membership in the Association of any member may be suspended or terminated by resolution of the Executive Board for nonpayment of dues, or for any activity or behavior which the Executive Board, in its discretion, may deem contrary to the best interests of the Association. Upon the adoption of such resolution all the rights and obligations of such member in respect of the Association, except such obligations and rights as shall have accrued prior to such suspension or termination, shall terminate. In cases of suspension, the rights and obligations of the suspended member in respect of the Association shall automatically revest at the expiration of the period of suspension specified in the suspension resolution.
II. Meeting of Members
1. Annual Meeting. The annual meeting of the members of the Association for the transaction of business as may properly come before such meeting shall be held at such time and place as may be decided by the Executive Board.
2. Special Meetings. Special meetings of the members of the Association may be called at any time by order of the Executive Board of the Association; when so called, the Executive Director shall give notice thereof in the manner provided in Section II.4 hereof.
3. Place and Time of Meetings. Each meeting of members of the Association shall be held at the place and time specified in the notice thereof.
4. Notice of Meetings. Notice of each meeting of the members of the Association shall be given to each member of the Association, not less than thirty days before the day on which such meeting is to be held, by delivering a written notice thereof to such member at the address of such member as it shall appear on the records of the Association.
5. Quorum. One-fourth of the members of the Association entitled to vote shall be sufficient to constitute a quorum for the transaction of business. In the absence of a quorum at the annual meeting or any specially called meeting, the Executive Board is empowered to authorize the transaction of business by mail. A minimum of one-fourth of the membership voting in person an/or by mail shall be necessary for the transaction of business.
6. Organization. At any meeting of the members of the Association, in case of the President's absence or inability to act as chair for the meeting, a chair shall be chosen by a majority of the members of the Executive Board who are present at the meeting. If no member of the Executive Board is present, then a chair for the meeting will be chosen by a majority of the members present and entitled to vote. The Executive Director shall act as secretary of the meeting, or shall designate another member of the Executive Boards to act as secretary. In case of the Executive Director's absence or inability to act, the person whom the chair of the meeting shall appoint as secretary of the meeting shall act as such.
7. Voting. At each meeting of the members of the Association, each regular member present shall be entitled to cast one vote on any and all matters which shall come before the meeting. At each meeting of the members all matters shall be decided by the vote of a majority of the regular members of the Association present and voting at such meeting. A regular member is also entitled to vote by absentee ballot on any previously announced matter coming before a meeting at which he or she will not be present, provided that his or her ballot reaches the Executive Director no less than two weeks before the meeting. All matters shall be decided by a majority of those responding, whether by mail ballot or in person at the meeting, provided that the total number of responses constitutes a quorum.
III. Executive Board
1. General Duties. The property and affairs of the Association shall be managed by an Executive Board, the members of which shall serve without compensation. The Executive Board shall maintain liaison with such other organizations as may have common interests with the American Association of Teachers of Arabic.
2. Number of Members. The number of directly elected members of the Executive Board of the Association shall be nine. In addition to these, the current President of the Association, the immediate past President of the Association, the editor of the Journal of the Association, the head of the Translation Contest Committee of the Association, and the Executive Director of the Association shall be full, voting members of the Executive Board.
3. Term of Election. Members of the Executive Board, other than the current President, the immediate past President, the Executive Director, and the editor of the Journal, shall be elected by the members of the Association to serve for a three-year term and until their successors are elected and qualified. No member of the Executive Board whose term has expired may be elected to serve another term until after the lapse of one year. The term of three of the directly elected members of the Executive board shall expire each year. Any vacancy in the Executive Board resulting from any cause whatsoever may be filled by the members of the Association at the first annual meeting held after such vacancy shall occur or at a special meeting called for that purpose. New members of the Executive Board shall take office on January 1 of the year following their election.
4. Manner of Election. Three shall be a Nominating Committee consisting of two members of the Executive Board designated by the Board, and two members elected by the membership at the annual meeting from among those present. The Nominating Committee shall nominate persons for election to the Executive Board. The Committee shall nominate two persons for each vacancy occurring in the Executive Board. Balloting shall be conducted by mail and the three members receiving the highest number of votes shall be declared duly elected.
5. Annual Meeting. The Executive Board shall hold a meeting for the purpose of organization and transaction of business at such time and place as may be decided by the members of the Executive Board in a meeting or by mail.
6. Special Meetings. Special meetings of the Executive Board shall be called by the Executive Director upon the request of the President or any three members of the Executive Board.
7. Notice of Special Meetings. Notice of special meetings of the Executive Board shall be given to each member of the Board by mailing the same to his or her last known post office address at least ten days before the meeting, or by telegraphing, telephoning, or delivering the same to him personally at least five days before the meeting.
8. Quorum. One-half of the members of the Executive Board at the time in office shall constitute a quorum for the transaction of business. In the absence of a quorum at any meeting of the Executive Board, a majority of those members present may vote to adjourn the meeting to another time when a quorum shall be present.
9. Resignation. Any members of the Executive Board may resign at any time by giving written notice to the Executive Board through the Executive Director.
10. Committees. The President with the approval of the Executive Board may appoint from time to time such committees as may be deemed desirable in forwarding the program of the Association, and each of such committees shall exercise such powers and perform such duties as may be prescribed by the President. Members of such committees need not be members of the Executive Board if the committee in question is not vested with a power or duty normally considered a primary duty of the Executive Board.
1. Number. The Executive Board shall elect a President for a term of one year, to be chosen from among former members of the Executive Board who have remained members of the Association. The immediate past President of the Association shall become a member of the Executive Board in the year following his presidency for a term of one year. The Executive Board shall appoint an Executive Director to serve as an ex-officio member of the Board for a term of five years, renewable. The Executive Board shall have power at any time to create additional offices and to elect additional officers. The Executive Board is further authorized to appoint such officers as they may from time to time determine, and set the compensation, if any, of appointed officers. The Executive Director and other appointed officers shall hold office at the pleasure of the Executive Board.
2. The President. The President shall preside at all meetings of the members of the Association and of the Executive Board and may call any such meetings other than the annual meeting of the members. The President shall appoint a Conference Program Chair to organize programs for the meetings of the Association. The President shall have general supervision over the affairs of the Association, subject however to the control of the Executive Board; the President shall also have such other powers, and perform such other duties, not inconsistent with this constitution, as may be assigned to him or her from time to time by the Executive Board.
3. The Executive Director. The Executive Director shall:
(a) be custodian of all records and documents of the Association;
(b) notify all persons admitted to membership in the Association of their admission;
(c) keep a record which shall contain the names and addresses of the members of the Association;
(d) keep the minutes of all meetings of the Executive Board and the members of the Association, or cause them to be kept by a member of the Executive Board;
(e) have the care and custody of all the funds and securities of the Association;
(f) receive and give receipt for moneys due and payable to the Association;
(g) deposit all moneys received in the name of the Association in such banks, trust companies or other depositories as from time to time may be designated by the Executive Board;
(h) have charge of the disbursement of the funds of the Association in accordance with the directions of the members of the Executive Board;
(i) enter or cause to be entered regularly in books to be kept by the Executive Director or under his or her directions for that purpose full and accurate account of all moneys received and paid by him or her on account of the Association;
(j) render a statement of accounts to the Executive Board at such times as it shall require the same;
(k) at all reasonable times exhibit the books of account of the Association to any member of the Executive Board upon application;
(l) solicit new members for the Association;
(m) compose and publish the Association newsletter, or designate someone else to perform all or part of this task;
(n) serve as the principal fundraiser of the Association; and
(o) in general, perform all other duties incident to the office of Executive Director, subject to control of the Executive Board and the President.
The Executive Director shall have such other powers and perform such other duties, not inconsistent with this constitution, as may be assigned to him or her from time to time by the Executive Board.
4. Removal or Delegation. All officers elected or appointed by the Executive Board shall be subject to removal at any time by the Board. In case of the absence of any officer, or for other reason that may seem sufficient to the Executive Board, the Board may, without removal, delegate his or her powers and duties to any other officer for such period as may be deemed proper.
5. Resignation. Any officer may resign at any time by giving written notice to the President of the Association.
V. Deposits, Checks, Loans, Contracts, etc.
1. Deposit of Funds. The funds of the Association shall be deposited in such banks, trust companies or other depositories as the Executive Board from time to time may determine.
2. Checks, etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Association shall be signed by such officer or officers or agent or agents of the Association and in such manner as the Executive Board from time to time may determine. Endorsements for deposits to the credit of the Association shall be made in such manner as the Executive Board from time to time may determine.
3. Loans. No loan or advance shall be contracted on behalf of the Association, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Executive Board. Any such authorization may be general or confined to specific instances, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Association.
4. Contracts. No contract, other than the ordinary course, may be entered into on behalf of the Association unless and except as authorized by the Executive Board; and any such authorization may be general or confined to specific instances.
5. Transfer of Securities. Any two of the following persons, viz.: President, Executive Director, or any two persons designated by the Executive Board, shall have authority to execute under seal such form of transfer and assignment as may be customary or necessary to constitute a transfer of stocks, bonds, or other securities standing in the name of or belonging to the Association. A corporation or person transferring any such stocks, bonds or other securities pursuant to a form of transfer or assignment so executed shall be fully protected, and shall be under no duty to inquire or not the Executive Board has taken action in respect thereof.
VI. The Officers of the Journal of the American Association of Teachers of Arabic
1. Editor. The Editor of the Journal shall be appointed by the Executive Board of the Association to a renewable term of five years. The Editor also shall become a member of the Executive Board of the Association for the same term.
2. Editorial Board. In consultation with the Editor, the Executive Board of the Association shall also appoint an Editorial Board to consist of seven to nine persons whose terms are to be concurrent with the Editor (five years, renewable).
3. Associate and Assistant Editors. The Editor shall appoint such Associate and Assistant Editors as he shall deem necessary to aid him in the production of the Journal. Such persons may or may not be members of the Editorial Board.
4. Qualifications. The Editor, members of the Editorial Board and any editorial Associates and Assistants shall be regular members in good standing for at least three years prior to their appointment and they shall maintain their membership during the term of their service.Since the fields of the Journal's interest are Arabic literature, linguistics, and language pedagogy, the Editor and Editorial Board shall be chosen in such a way as to reflect a balance among the scholarly disciplines with which the Association is involved.
(a) Editor. The duties of the Editor shall be to oversee the production and distribution of the Journal at least once a year. He or she shall be responsible to the Executive Board of the Association. He or she shall chair meetings of the Editorial Board. The Editor shall handle all moneys related to the production and distribution of the Journal and report to the membership annually on the state of the budget.
(b) Editorial Board. The Editorial Board shall meet once a year in conjunction with the annual meeting of the Association. The Board shall determine the policy followed in the publication of the Journal and publish that policy and a statement of procedures to be followed for submission of materials in an appropriate place in the Journal with every issue. This policy shall be reexamined carefully every five years in a combined meeting of the Executive Board and the Editorial Board of the Journal.
(a) Editor. If the Editor's position becomes vacant, the Executive Board in consultation with the Editor shall appoint a replacement to complete the term of the vacant position.
VII. Offices of the American Association of Teachers of Arabic
1. Offices. The office of the American Association of Teachers of Arabic shall be in the city and state of the current Executive Director, or in such other place as the Executive Board may establish. The Executive Board may establish additional offices.
VIII. Fiscal Provisions
1. Fiscal Year. The fiscal year of the Association shall be the period 1 July to 30 June inclusive .
1. Amendment by Members. At any meeting at which one-fourth of the membership is present, this constitution may be altered, amended, or repealed by a two-thirds majority of the members present, provided that the notice of the meeting sets forth the proposed alteration, amendment or repeal.
1. Ratification. This constitution shall become effective and shall supersede all previous constitutions upon ratification by two-thirds of the members of the Association present at the annual meeting of the Association in Boston on 20 November 1986, provided that one-fourth of the membership is present, and provided that the notice of the meeting announces the intention to vote on a new constitution.
XI. Distribution of Earnings, Etc.
1. Distribution of Earnings. No part of the net earnings of the Association shall inure to the benefit of, or be distributable 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 distributions in furtherance of purposes set forth in Section I, Article 2 hereof. 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 (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation or Association exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
XII. Distribution of Assets Upon Dissolution
1. Distribution of Assets Upon Dissolution. Upon the dissolution of the Association, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, that are organized and operated exclusively for such purposes.