CONSTITUTION
(approved at the general meeting in London, 9 July 2003)
Art. 1 Name and location base
1. The Association has the name “International Association for Assyriology”, hereinafter to be called “the Association”.
2. It has its seat in the city of Leiden, The Netherlands.
3. The Association is a non-profit organisation and a non-political institution.
Art. 2 The Purpose
1. The purpose of the Association is:
a) To serve as a platform for scholars working in Cuneiform Studies, and Near Eastern Archaeology.
b) To discuss all matters concerning these fields.
c) To encourage and promote the study of these fields in all their aspects on an international basis.
2. It aims to further these purposes by arranging:
a) To support and facilitate the organisation of a regular international congress of Assyriology and Near Eastern Archaeology, known as “Rencontre Assyriologique Internationale”.
b) To stimulate collaboration between its own members, as well as between them and members in other fields and associations.
c) For the Association to act as a representative body for the fields of Assyriology and Near Eastern Archaeology in relationship to national, international and private institutions and the general public.
d) To encourage publications and disseminate information of interest to its members.
These purposes are all to be understood in the widest sense of the words and include all that is connected with them or will contribute to them
Art. 3. The Membership
1. The Association is comprised only of ordinary members, who may be individual adults or legally constituted bodies.
2. A member is admitted after submitting to the Board an official application form, completed and signed, and after paying the annual fee due for the current year and associated expenses.
3. The Board decides whom to admit, and their written decision will be sent to the applicant.
4. Only those individuals or legally constituted bodies who support the aims and activities of the Association may be admitted as members.
5. The Secretary of the Association will keep a register of members up-to-date.
6. Membership of the Association is personal, non-transferable and non-inheritable.
Art. 4. Suspension of Membership
The Board has the authority to suspend a member for a period of up to six months when a member has acted in a manner contrary to his obligations as a member or has caused by action or behaviour significant damage to the interests of the Association. During a period of suspension a member is deprived of the rights connected with membership.
Art. 5. Cessation of Membership
1. Membership will cease:
a) At the death of the member. In the case of a legally constituted body, its membership will cease when that body ceases to exist, or when its board has decided to liquidate it.
b) On the voluntary resignation of the member.
c) On enforced resignation by the Association.
d) By expulsion.
2.a) Resignation by the member can only be effected by giving written notification. The Secretary has the duty of confirming receipt of that notification within a month.
b) A member may terminate membership immediately within thirty days after receiving notification of a decision to change the Association into another legal body or to merge with another body.
3. Enforced resignation of membership by the Association can be effected by the Board if a member has not or has not completely fulfilled the obligations of membership, including all financial obligations towards the Association. Such enforced resignation can imply the immediate termination of the membership, if the Association cannot be expected to allow membership to be continued. Notification of an enforced resignation shall always be conveyed in writing and this notice will contain the reasons for the enforced resignation.
4. Nullification of the membership, which includes expulsion of the member from the Association, may be pronounced only in cases where a member acts or has acted in conflict with the law, the articles and/or by-laws of the Association, or when the member has inflicted damages to the Association. Nullification, which is decided by the Board, will be notified to the member immediately by registered mail. If the Board has decided to expel a member, to suspend or to reject a request for application, that member is entitled to appeal to the General Assembly within six months after receipt of that notification. During this period the membership of the appellant is considered to have been suspended.
5. When a membership starts after the beginning of a year, or is terminated before the end of a year, the full contribution for that year will be due and has to be paid by the member.
Art. 6. The finances
1a) The financial resources of the Association may consist of:
annual membership fees
donations and gifts.
subsidies.
sponsor money.
funds acquired by legacy, last will and testament or codicil.
miscellaneous funds
1b) Any legacy will be accepted by the Association only under the beneficiary acceptance privilege.
2. Every member will pay an annual contribution to the Association as evidence of his or her membership, the exact amount will be fixed by the General Meeting of members. In addition every member will be liable to pay for miscellaneous funds, which will be fixed by the General Meeting.
Art. 7. The Board
1. The Board has the duty of managing the Association in accordance with Art. 8.
2. The Board will consist of a minimum of three persons; the exact number of members of the Board will be decided by the General Meeting.
3. The members of the Board will be elected by members at the General Meeting on a proposal from the Board or a proposal signed by at least fifteen members
4. The Board appoints a Secretary and a Treasurer from among the members of the Board. The President will be chosen for this function by the General Meeting.
5. The General Meeting can suspend or dismiss a member of the Board at any time.
6. Every member of the Board will be elected for a term and according to a schedule of resignation to be fixed by the Board and specified in the by-laws. All resigning members are eligible for re-election.
7. Only with the previous consent in writing of the General Meeting, is the Board allowed to conclude a contract for the acquisition, sale or charging of registered property, and likewise to enter into an agreement of guarantee and bond for itself or a third party. This consent can be withheld only by the Association.
8. The Board also needs previous written consent of the General Meeting for entering into an agreement for a loan and an agreement for the rent of registered property. This consent cannot be withheld by the other party, nor by the Association.
Art. 8. Representation
1. The Board of Management, as well as the President together with the Secretary, can represent the Association in civil matters and in court. The Board can or may appoint two of its members to represent the Association, of whom one has to be the President, the Secretary or the Treasurer.
2. For proxy authority concerning banks and financial institutions the same rule applies, that all orders for transfer and other documents have to be signed by two Board members, of whom one has to be the President, the Secretary or the Treasurer.
3. The above stipulations do not infringe on what is stated in the previous article.
Art. 9. The Financial Year
The financial year, as well as the general administrative year of the Association, will coincide with the calendar year.
Art. 10. The Annual General Meeting
1. Within nine months after the end of every year a General Meeting of the members (the Annual General Meeting) will be held. In this meeting the Board will make its annual general report and financial report, including at least a balance and a profit and loss account, and it will report on the management of the Association and its policies during the previous year.
2. The Meeting will appoint annually from among its members a controlling committee, consisting of three members, who are not Board members. The controlling committee will inspect the books of the Association and the financial statements mentioned under 1 above, and report to the Meeting about its findings and conclusions. In case the inspection requires special accounting qualifications, the controlling committee can request professional assistance at the expense of the Association.
3. The Board is obliged to provide all necessary information to this committee, and if requested to show all cash and bank deposits of the Association and to produce the invoices, books and bank statements.
4. After the reports of the Treasurer, the controlling committee (and if necessary the professional accountant) are presented, the Meeting will decide on a proposal to accept these reports. Approval and acceptance of the management policies, the annual report and the financial statements constitutes agreement with the management conducted in the previous year and a discharge of the Board of its responsibilities for that year.
5. If the proposal to accept these reports is rejected, the Meeting will appoint a Special Committee of three members, who will conduct a new examination of the financial statements. This Special Committee has the same authority as the Controlling committee and will report to a General Meeting within six months.
Art. 11. Announcement of a General Meeting
1. General Meetings will be announced by the Board at least three months in advance, by written notification to all members. The invitation to a General Meeting must be accompanied by an agenda of points for discussion, a copy of the minutes of the last meeting, and full details of reports and proposals. Except for the Annual General Meeting mentioned in art. 10, General Meetings may be held as often as the Board deems desirable.
2. A General Meeting will also be organised whenever this is requested in writing by at least one tenth of the members stating the reasons for their request. After receiving such a request the Board is obliged to announce a General Meeting within three months. If the Board fails to grant the request, the applicants are authorized to announce a General Meeting in the same way that the Board would have used.
Art. 12. Decisions of the General Meeting
1. Only members have the right to attend and vote at a General Meeting. Every member has one vote. In addition every member is authorised to cast a proxy vote for another member if he or she has received written authority to do so. No member may however vote for more than one other member.
2. All decisions will be recorded by the Secretary in the minute book, of which an extract will be presented to the members at the next General Meeting. Normally voting is by a show of hands in the case of ordinary business; voting on matters concerning individuals should be by ballot paper. Acceptance of a proposal by acclamation is possible if made by the President and with the consent of the Meeting.
3. So far as these articles do not prescribe otherwise, all matters will be decided by a simple majority vote. If an equal number of votes are cast for and against a proposal, the proposal is deemed not to have been accepted.
4. For elections the person chosen is the one who has received more than half of the total vote. If no one has an absolute majority a second ballot will be held involving the two candidates who have received the highest number of votes. The one receiving the higher number during this second ballot will be deemed to have been elected.
5. Only votes properly cast are valid; abstentions are not valid. Abstentions and other invalid ballots are significant only in determining a quorum.
6. The verdict of the President during the meeting concerning the outcome of an election is binding. If immediately after that verdict is announced the validity is questioned there will be a new election if ten percent of the members so desire. Any legal consequences of the original election will be annulled by this new election.
Art. 13. Management and minutes
1. The Board will administer the affairs of the Association; it will embody all the powers thereto provided that those powers are not granted by law or by these articles to one of the other bodies of the Association.
2. The President will preside over meetings of the Board. In his absence one of the other Board members may serve as chairman.
3. The Secretary or a member of the Association appointed by the President will take minutes of what is discussed during the General Meeting, and these minutes will be presented as an agenda item of the following General Meeting.
Art. 14. Changes in the Articles of Association
1. Changing the constitution can take place only after a decision of a General Meeting, and only if a proposed change of the constitution has been announced as one of the items on the agenda. The notice for calling such a Meeting must be no less than three months.
2. Those who have called a General Meeting in order to put forward a proposal for changing the constitution must make a copy of the proposal available in a suitable place accessible to the members at least three months before the Meeting and until after the Meeting has concluded, and it must contain the proposed changes verbatim.
3. For a decision taken in a General Meeting about changing the constitution to be valid it is required that at least half of the total amount of members be present or be represented, and by a majority of at least two thirds of the voting members.
4. In the absence of a quorum a change in the constitution can be decided upon at a new Extraordinary Meeting, to be held thirty days after the first Meeting, by a majority of at least two thirds of the votes of the members present or represented.
5. What is stipulated in art. 14 is not applicable if all the members are present or represented at the General Meeting and the decision to change the constitution is taken unanimously.
Art. 15. Notarial Deed
1. Any change to the constitution will take effect only after a notarial deed of that change has been drawn up.
2. The Secretary is obliged to have an authentic copy of the changes as well as a complete text of the changed constitution deposited at the offices of the Chamber of Commerce in which the Association has its base location.
Art. 16. Liquidation
1. The Association may be liquidated by a decision of a General Meeting. Such a decision must be taken by at least two thirds of the vote in a Meeting at which at least half of the members are present or represented. The Association may also be liquidated under circumstances stipulated by Dutch law (article 2:19 Civil Code).
2. In the absence of a quorum, liquidation may be decided upon at a new Meeting, which is to be held at least thirty days after the first Meeting, by a majority of at least two thirds of the votes of members present or represented.
3. When such a Meeting is called, the proposal for the intended liquidation of the Association must be announced as an agenda item. The notice for calling such a Meeting must be no less than thirty days.
4. If a decision to liquidate is taken without the appointment of liquidators, the liquidation will be executed by the Board in accordance with Dutch law.
5. Any credit balance should be used for purposes to be determined by the General Meeting. These purposes must be, as much as possible, in agreement with those described in art. 2. The liquidators will transfer the credit balance to be used accordingly.
6. After liquidation the Association will continue to exist as long as this is required for the settling of its assets. During this period the terms of the constitution and regulations will remain in force as much as possible. Any documents and announcements issued by the Association must have “in liquidation” added to its name.
7. The books, documents and other sources of information belonging to the Association must be kept for seven years after liquidation by either an individual person or a legally constituted body, to be appointed by the liquidators.
Art. 17. By-laws
1. The General Meeting may formulate further provisions regarding membership, introduction of new members, the level of annual subscriptions and conference fees, the duties of the Board, the organisation of meetings, the way in which votes are cast, the management and use of any Association building and all further matters which require regulation under the by-laws.
2. A change to these by-laws can take place by a decision of the General Meeting, either on a proposal from the Board or by a written proposal requested by at least 10 percent of the members of the Association. The General Meeting can only decide on any change after the Board has had sufficient opportunity to consider matters arising from a proposal that is not from them.
3. The by-laws must not contain any provisions which deviate from or contradict the law or the constitution, unless the deviation is permitted by the law and the constitution.
Art. 18. Concluding article
The Board will decide all matters for which no provision is made by either the law, the constitution or the by-laws.
Please note:
The first year of the Association is from 9 July 2003 through 31 December 2003.
The present address of the Association is: Netherlands Institute for the Near East, Leiden University, Witte Singel 25, P.O. Box 9515, 2300 RA Leiden, The Netherlands.
BY-LAWS
(ex Article 17 of the Constitution)
(approved at the general meeting in Skukuza, South Africa, 5 August 2004)
Article 1. The Association
1.1 The fields of interest of the International Association for Assyriology (IAA) are broader than its name may suggest. “Assyriology” is conceived in its broadest sense as including the study of languages, history, and cultures of the Ancient Near East, wherever the cuneiform script was used, as well as the art and archaeology of these cultures.
Article 2. The Office
2.1 The Secretary of the IAA will have an official office address, where the administration is managed (hereinafter called “The Office”) and through which contact with members is achieved.
Article 3. The Members
3.1 The Board will formulate the procedure that candidates must follow for membership, will create application forms that need to be completed and signed by the applicants, and will determine how candidates receive notification about their candidacy.
Article 4. The Board of Management
4.1 The President, Secretary and Treasurer, and up to four more appointed board members form the Executive Committee that is responsible for the daily management of the IAA.
4.2 The four Presidents of the Organizing Committees of the Rencontre Assyriologique Internationale (RAI) for the current year, the past year, and the succeeding two years, are qualitate qua candidate members of of IAA Board. The president of an organizing committee may decide, after consultation with his/her committee, to send another representative to the IAA Board meeting, in which case (s)he must send official notification (in writing) to the IAA Board.
4.3 The official delegates of up to four related scholarly associations will be invited by the Board as candidate members of the Board of the IAA. The president of a regional committee may decide, after consultation with his/her association, to send another representative to the IAA Board meeting, in which case (s)he must send official notification (in writing) to the IAA Board.
4.4 In its first (constitutive) meeting, the Board will decide on allocating diverse functions among its members, and will develop a four-year rotation schedule for the terms of office of its members The Board may convene a meeting of its members whenever it considers this useful or necessary. If at least three members of the Board make a written request for a Board meeting the secretary will organize such a meeting within two months after the request has been received. If the Board does not organize the Board meeting within two months then these members may organize a Board meeting. Meetings may be held by telephone, electronic mail, and/or other means of communication. In such cases, proceeding must follow all formalities, including advance submission of proposals, precise counting of vote, comprehensive taking of minutes, and unambiguous recording of decisions. Decisions are taken by simple majority; tie vote means failure of a proposal.
Article 5. Activities
5.1 The General Meeting of Members of the IAA will take place once a year, during the RAI, and will be organized by the Office of the IAA.
5.2 The RAI will take place annually and will be organized in the months July and August by the organizing committee of the host country. The Office of the IAA is prepared to give support as far as possible. The location for the future RAI will be decided at the General Meeting of the IAA.
5.3 The Office will communicate to the members at least three months prior to the RAI General Meeting. All other information will be posted on the website.
5.4 Initiatives for publications will be supported by the Office as far as possible.
Article 6. External Relations
6.1 The Board will keep good contacts with academic and scientific organizations, local, regional, and international, including governmental organizations, universities, international institutions (such as Unesco), museums and libraries.
Article 7. The Honorary Council
7.1 Members who have distinguished themselves in the field of Assyriology or for their efforts on behalf of the IAA or of the RAI, may, in recognition, be recommended by one or more members as a member of the Honorary Council. Upon the Board’s approval of such a recommendation, the Office will place their candidacy on the agenda for the upcoming General Meeting, where the election will take place. The Board may, from time to time, consult the Honorary Council or its members individually.
Election of an IAA President
Below is a schedule for a process through which members of the International Association for Assyriology will elect its President at the Warsaw Rencontre. This schedule has been approved by the IAA Board.
A. Nominating Committee (to be completed by January 1st)
A Nominating Committee [NC] will be formed. Initially, it will be composed of three members of the IAA board elected by the board.
These three members will select another three members of the IAA who are not—or have ever been—members of the Board, after making certain that those selected will be willing to serve.
The resulting NC should be representative of the IAA, by field (Assyriology and Archaeology), country, age, and sex.
The NC will select its own chair, preferably not a member of the Board.
B. Nomination by the membership (to be completed by April 1st)
By February 1st, a posting to the membership (via the IAA list) will solicit candidates for the vacant post, requesting a brief notice on the person that is nominated. An April 1st nomination deadline will be set.
Any IAA member in good standing may place before the NC chair a candidate for President, together with a supporting note.
Nominees need to be members in good standing of the IAA. (A list of members is posted at <http://www.let.leidenuniv.nl/IAA/members.html>).
4. All candidates must have the support of 15 IAA members (constitution 7.3).
C. Setting a slate of candidates (to be completed by June 1st)
The NC will ascertain whether the selected candidates wish to be placed in nomination and request a CV from each.
If many candidates are nominated by the membership, the NC will select the three strongest candidates and draw up a list for presentation to the membership. If fewer, all those nominated will be included in that list.
No later than June 1st, the NC will inform the membership of the final list of candidates, together with their CVs.
D. Selection of President (to be completed at the General Meeting at the RAI).
The membership attending the RAI will vote to select the President at the General meeting from the list of candidates presented by the NC.
Proxies will be made available for IAA members who will not attend the RAI. There will be no email voting.
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