CONSTITUTION

(approved at the general meeting in Prague, 10 July 2025)

 

AMENDMENTS TO THE ARTICLES OF ASSOCIATION
International Association for Assyriology

 

Article 1.
Definitions.

In these articles of association, the following terms are defined as stated below:

General Meeting: the body of the Association that is formed by voting members of the Association, or the meeting of the members of that Association;

Board: the Board of the Association;

In Writing/Written: by letter, fax or email, or a message that is transferred via other customary means of communication and which can be received electronically or in writing, subject to the condition that the identity of the sender can be established conclusively;

Articles of Association: the articles of association of the Association;

Association: the legal entity which these Articles of Association relate to.

Article 2.
Name.
The Association bears the name: International Association for Assyriology.

Article 3.

Registered Office.

The Association has its registered office in the municipality of Leiden, the Netherlands.

Article 4.

Purpose.

1. The purpose of the Association is:
   1. to serve as an international platform for academic researchers in the field of cuneiform studies and the archaeology of the Near and Middle East;
   2. to function as a discussion centre and forum for all matters related to the areas mentioned under a.;
   3. to promote the study of the areas referred to in (a.) and stimulating these areas in all their aspects on an international basis.
2. The Association aims to achieve this purpose by:
   1. promoting and supporting the organisation of international congresses for Assyriology and archaeology of the Near and Middle East under the name: “Rencontre Assyriologique lnternationale”;
   2. encouraging collaboration between the Association’s own members and those of other areas and associations;
   3. having the Association act as a representative body in the field of Assyriology and Archaeology of the Near and Middle East vis-à-vis the State, private institutions and the general public and disseminating information of interest to the members of the Association;
   4. encouraging publications, as well as maintaining websites, and performing all that is related to the foregoing or may be conducive thereto.
3. The Association is a non-profit organisation and a non-political institution.

Article 5.
Members.

1. Members of the Association may be both natural persons of legal age and legal entities.
2. The Board keeps a register that includes the names and (email) addresses of the members.

Article 6.
Admission.

1. The Board decides about the admission of members.
2. In the event of non-admission as a member, the General Meeting may still decide to admit the candidate.

Article 7.

End of membership.

2. Membership of the Association ends:
   1. when the member dies;
   2. through a notice of termination by the member;
   3. through a notice of termination by the Association;
      This may occur when a member has ceased to meet the membership requirements stipulated by the Articles of Association, when the member fails to fulfil their obligations towards the Association, as well as when the Association cannot reasonably be required to allow membership to continue;
   4. by expulsion.
      This can only be pronounced when a member acts in violation of the Articles of Association, rules of procedure or resolutions of the Association or if the member otherwise unreasonably disadvantages the Association.
3. Notice of termination on behalf of the Association is given by the Board.
4. Notice of termination of membership by the member or the Association can only be given at the end of the financial year and with due observance of a notice period of four weeks. However, membership may in any case be terminated at the end of the financial year following the financial year in which notice is given.
   Furthermore, membership may be terminated with immediate effect if the Association or member cannot reasonably be required to continue membership.
5. Termination in violation of the provisions of the previous paragraph causes membership to end at the earliest possible moment following the date of notice.
6. A member may terminate membership with immediate effect within one month after having been notified of a resolution to convert the Association into another legal form, or to a merger or demerger within the meaning of Title 7, Book 2 of the Dutch Civil Code.
7. Furthermore, a member may terminate membership with immediate effect within one month after the member having become aware of or having been notified of a resolution whereby the rights of the member are restricted or the obligations of the member towards the Association have been increased.
   In that case, the resolution shall not apply to the member concerned.
   A member is not entitled to exclude a resolution by which the financial rights and obligations of the member concerned have been amended by terminating the membership.
8. Expulsion from membership shall be effected by the Board.
9. In the event of a resolution by the Association to terminate membership on account of a member failing to fulfil their obligations towards the Association as a result of which the Association cannot reasonably be required to continue membership and in the event of expulsion of membership, the person concerned is entitled to appeal to the General Meeting within one month of receiving the notification of the resolution.
   The member concerned shall be notified of the resolution In Writing as soon as possible, stating the reasons. During the appeal period and pending the appeal, the member shall be suspended, on the understanding that the suspended member has the right to account for their actions at the General Meeting at which the appeal referred to in this paragraph is discussed.
10. If membership ends in the course of a financial year, the annual contribution shall, nevertheless, remain due in full.

Article 8.

Annual contributions. Commitments. Capital.

1. The members are required to pay an annual contribution, which shall be determined by the General Meeting.
   To this end, they can be divided into categories that pay different contributions.
2. In special cases, the Board is entitled to grant partial or full exemption from the obligation to pay contribution.
3. The Board is authorised, after obtaining permission for this from the General Meeting, to attach obligations to membership.
4. In addition to the annual contributions referred to in paragraph 1, the assets of the Association further consist of:
   • subsidies and other contributions;
   • donations and gifts, inheritances and bequests;
   • all other acquisitions and income.

The Association may accept testamentary dispositions only with the benefit of inventory.

Article 9.
Board. 

1. The Board consists of a number of at least three (3) persons to be determined by the General Meeting, who are appointed by the General Meeting.
2. The appointment of board members shall be made from among the members of the Association.

Article 10.

End of Board membership. Periodic retirement. Suspension.

1. Any board member, even when appointed for a fixed term, may be removed from office or suspended by the General Meeting at any time.
   A suspension that is not followed by a resolution to remove a board member from office within three months, shall end through the lapse of that period.
2. Each board member shall retire no later than four (4) years after their appointment, in accordance with a rotation schedule to be drawn up by the Board.
   The retiring board member is eligible for re-election; a person appointed to a midterm vacancy shall take the place of their predecessor on the rotation schedule.
   A retiring board member remains in office until the vacancy is filled.
3. Membership of the Board also ends:
   1. by termination of membership of the Association with respect to a board member appointed from among the members;
   2. by resignation.

Article 11.

Positions on the Board. Decision-making of the Board.

1. The Board (with the exception of the first Board, whose members are appointed to their positions) chooses a president, a secretary and a treasurer from among its members.
   The Board may appoint a substitute for each from among its members.
   A board member may hold multiple positions.
2. The Board meets as often as deemed necessary by one or more of its board members. The meeting is convened by the board member who took the initiative for the meeting, stating the subjects to be discussed and subject to a convocation period of at least eight days.
   At the meetings, each board member is entitled to cast one vote.
   Board members may be represented by another board member by means of Written proxy.
   Board meetings can be held by means of telephone or video conferences or by means of any other means of communication, provided every participating board member can be heard by all others simultaneously and provided that such meetings are chaired from the Netherlands.
   The secretary shall take minutes of the discussions at each Board meeting, which shall be adopted and signed by the president and the secretary.
   The minutes can also be signed electronically, provided the identities of the signatories can be established with sufficient certainty.
3. The Board decides by an absolute majority of the valid votes cast by all board members present or represented at the meeting who are entitled to participate in the decision-making.
   The Board may also adopt resolutions outside of a meeting, provided that this is done In Writing, all board members have been consulted on the proposed resolution, none of them objects to this method of decision-making, and the resolution is adopted by an absolute majority of the votes validly cast by board members entitled to participate in the decision-making.
   If the votes are equally divided, the General Meeting shall decide.
4. The board member who has a direct or indirect personal interest that conflicts with the interest of the Association and its affiliated organisation shall report this immediately to the other board members and provide all relevant information in that regard.
   In the absence of the board member concerned, the other board members shall decide whether there is an interest that conflicts with the interest of the Association and its affiliated organisation.
   A board member shall not be part of the debate and the passing of resolutions if the board member concerned has a direct or indirect personal interest that is conflicting with that of the Association and its affiliated organisation.
   If this prevents Board resolutions, the resolution shall be passed by the General Meeting.
5. By virtue of the internal regulations, further provisions may be made with respect to the meetings of and the decision-making by the Board.

Article 12.

Task of the Board. Representation. Compensation.

1. Subject to the restrictions under the Articles of Association, the Board is charged with governing the Association.
   In fulfilling their duties, the board members must be guided by the interests of the Association and its affiliated organisation.
2. If the number of board members has fallen below three, the Board remains authorised. The Board is, however, obliged to convene a General Meeting as soon as possible, in which the filling of the vacancy or vacancies that have arisen shall be addressed. In the event of the absence or inability to act of one or more board members, the remaining board member or remaining board members are charged with full management.
   The General Meeting shall ensure that a person is appointed who shall temporarily manage the Association in the event of absence or inability to act of all board members or the sole board member.
   In these Articles of Association, the inability to act does, in any case, include the fact that:
   1. the board member cannot be contacted for a period of more than seven days due to illness or other causes; or
   2. the board member has been suspended.
3. The Board, under its responsibility, shall be authorised to have certain elements of its duties carried out by committees appointed by the Board.
4. The Board is authorised, subject to approval of the General Meeting, to resolve to enter into agreements to acquire, sell and encumber registered property or to conclude agreements under which the Association commits itself as surety or joint and several co-debtor, warrants performance by a third party or provides security for the debt of another and to represent the Association in connection with these acts.
   The absence of the aforesaid approval of the General Meeting can be invoked against third parties.
5. The General Meeting is authorised to subject the resolutions of the Board to its approval. These resolutions must be described clearly and announced to the Board In Writing.
6. Without prejudice to the provisions of paragraph 4 of this article, the Association shall be represented by the Board.
   Two board members acting jointly are also authorised to represent the Association.
7. Remuneration may be awarded to the board members.
   Costs shall be reimbursed to the board members upon presentation of supporting documents.

Article 13.

Management report. Accountability.

1. The Association’s financial year coincides with the calendar year.
2. The Board is obliged to keep records of the financial position of the Association and of everything concerning the activities of the Association, in accordance with the requirements arising from these activities, and to store the relevant books, documents, and other data carriers in such a manner that the rights and obligations of the Association can be known at all times.
3. The Board shall, at a General Meeting within six months of the end of the financial year, unless this period is extended by a maximum of four months by the General Meeting, submit a management report on the state of affairs of the Association and the policy pursued.
   The Board shall submit the balance sheet and the statement of income and expenditure, prepared In Writing and with explanatory notes, to the General Meeting for approval.
   These documents are signed by all board members; if the signature of one or more of them is missing, this shall be noted, stating the reasons.
   After the term has expired, every member may demand by law that the joint board members shall fulfil these obligations.
4. Each year, the General Meeting appoints from among its members a financial committee of at least two persons who may not be members of the Board. The financial committee examines the documents referred to in the second sentence of paragraph 3 of this article and reports its findings to the General Meeting.
   The Board is obliged to provide the financial committee with all information requested for its audit, to show the Association’s cash and assets if desired, and to make the books, records and other data carriers of the Association available for inspection.
5. If the audit of the financial statements and account requires specialist accounting expertise, the financial committee may engage an expert.
6. The mandate for the financial committee may at any time be withdrawn by the General Meeting, yet only by appointment of a different financial committee.
7. The Board is obliged to retain the books, records and other data carriers referred to in paragraphs 2 and 3 of this article for seven years, without prejudice to the provisions of paragraph 8 of this article below.
8. The information placed on a data carrier, excluding the balance sheet and statement of income and expenditure that have been prepared In Writing, may be transferred to another data carrier and stored, provided that the transfer takes place with accurate and complete representation of the data and this information is available throughout the entire retention period and can be made legible within a reasonable period of time.

Article 14.
General Meetings.

1. In the Association, the General Meeting shall have all powers that have not been assigned to the Board by law or the Articles of Association.
2. Each year, a General Meeting – the annual meeting – is held no later than six (6) months after the end of the financial year, subject to extension of this period by the General Meeting.
   Items discussed during the annual meeting include:
   1. the management report and financial statements and account referred to in Article 13, together with the report of the committee referred to in that article;
   2. the granting of discharge to the board members for their management during the preceding financial year;
   3. the appointment of the committee referred to in Article 13 for the next financial year;
   4. the filling of any vacancies;
   5. proposals by the Board or members, announced in the notice convening the meeting. 
3. Other General Meetings shall be convened as often as the Board deems desirable, or when it is required to do so by law or the Articles of Association.
4. Furthermore, the Board is obliged, upon the Written request of at least such a number of members as is authorised to cast at least one-tenth of the votes, to convene a General Meeting within a period of no longer than four weeks after the submission of the request.
   If no action is taken on the request within fourteen days, the requesters themselves may proceed to convene that meeting by giving notice in accordance with Article 18 or by means of an advertisement in at least one daily newspaper widely read in the place where the Association has its registered office, while observing the notice period specified in Article 18.
   In that case, the requesters can charge persons other than Board members with chairing the meeting and keeping the minutes.

Article 15.
Admission and voting rights.

1. All members of the Association and the board members have access to the General Meeting.
   Suspended members shall not have access, except as provided for in paragraph 8 of Article 7 and suspended board members.
2. The General Meeting shall decide on the admission of persons other than those referred to in paragraph 1 of this article.
3. Every member of the Association that is not suspended has one vote.
   As such, the board members have an advisory vote.
4. A member may cast their vote through another member authorised In Writing to do so.
5. If the Board has provided for this possibility in the notice convening a General Meeting, the members are authorised to exercise their voting rights by means of an electronic communication tool, provided that (i) the conditions for the use of the communication tool, such as the connection, security and similar matters, are announced in the notice, (ii) the member can be identified, (iii) the member can directly follow the proceedings at the meeting, and (iv) if this option has been offered, the member can participate in the deliberations.
6. If the Board has offered such option In Writing, votes can be cast via electronic means of communication to a dedicated email address prior to the General Meeting, though not earlier than the thirtieth day before the day of the meeting.
   These votes are equated with votes cast at the General Meeting.

Article 16.
Chairmanship. Minutes.

1. The General Meetings shall be chaired by the president of the Association or by the president’s deputy.
   In the absence of the president and the president’s deputy, one of the other board members to be designated by the Board shall act as chairperson.
   If the chairmanship is not provided for in this manner, the meeting itself shall appoint a chairperson.
   Until that time, the chairmanship shall be assumed by the oldest person present at the meeting.
2. The secretary or other person appointed to that end by the chairperson takes minutes of the matters discussed at the meeting, which minutes are adopted and signed by the chairperson and the person who took the minutes.
   The minutes can also be signed electronically, provided the identities of the signatories can be established with sufficient certainty.
   The persons who convene a meeting may draw up a notarial report of the matters discussed.
   The contents of the minutes or the report are disclosed to the members.

Article 17.
Resolutions of the General Meeting.

1. The verdict pronounced by the chairperson at the General Meeting regarding the result of a vote is decisive.
   This also applies to the contents of a resolution passed insofar as the vote was related to a motion that was not laid down In Writing.
2. If, however, the correctness of a verdict referred to in the first paragraph is contested immediately after it has been pronounced, a new vote shall take place if the majority of the meeting or, if the original vote did not take place by roll-call or by ballot, a person entitled to vote present so desires.
   This new vote shall nullify the legal consequences of the original vote.
   Votes cast electronically prior to the General Meeting in accordance with Article 15 paragraph 6 shall also be deemed to have been cast in the new vote.
3. Insofar as the Articles of Association or the law does not stipulate otherwise, all resolutions of the General Meeting shall be passed by an absolute majority of the votes validly cast.
4. Blank votes and invalid votes shall be regarded as not having been cast.
5. If in an election of persons no one has obtained an absolute majority, a second vote, or in the case of a binding nomination, a second vote between the nominated candidates, shall take place.
   If again no person has obtained an absolute majority, another vote is taken until either one person has obtained an absolute majority or a vote is taken between two persons and there is a tie.
   Each re-vote of this nature (which does not include the second vote) shall be held between the persons voted on in the previous votes, with the exception of the person who secured the least number of votes in the previous vote.
   If in that previous vote more than one person received the fewest number of votes, then which of these persons is not included in the next vote shall be decided by lot.
   If in a vote between two persons the votes are equally divided, it shall be decided by lot which of these two persons is elected.
6. In the event of a tie the motion shall be rejected, without prejudice to the provisions of paragraph 5 of this article.
7. The voting shall be oral.
   However, the chairperson may decide that votes are cast by means of ballot.
   If it concerns an election of persons, a person entitled to vote present may also demand that the votes are cast by means of ballot.
   Voting by means of ballots is conducted using unsigned, sealed ballots. Passing resolutions by acclamation is permitted unless one of the voters demands a vote by roll-call.
8. A unanimous resolution of all members, even if they do not all attend a meeting, has the same effect as a resolution of the General Meeting, provided it was passed with the Board’s prior knowledge.
   This also applies to resolutions to amend the Articles of Association or to dissolve the Association.
9. As long as all members are present or represented at a General Meeting, valid resolutions may be passed, provided they are passed by unanimous vote, on all matters brought to the floor – thus including a proposal to amend the Articles of Association or to dissolve the Association – even if the notice was not issued in the prescribed manner or any other requirement concerning the convening and holding of meetings or a related formality has not been observed.

Article 18.
Convening a General Meeting.

1. General Meetings of shareholders are convened by the Board, without prejudice to the provisions of Article 14, paragraph 4.
   The notice shall be issued In Writing to the addresses (including email addresses) of the members according to the register referred to in Article 5.
   The notice period is at least seven days.
   If a member consents to this In Writing, the notice may be issued by a legible and reproducible message sent by electronic means to the address disclosed by the person concerned to the Association In Writing for this purpose.
2. The notice shall state the subjects to be discussed, without prejudice to the provisions of Articles 19 and 20. 

Article 19.
Amendment to the Articles of Association.

1. Without prejudice to the provisions of Article 17, paragraphs 8 and 9, no amendment may be made to the Articles of Association except by a resolution of a General Meeting convened with the notice that an amendment to the Articles of Association shall be proposed thereat.
2. Those who convened the meeting at which a motion to amend the Articles of Association shall be tabled, must make a copy of that motion available for inspection at a place suitable for the members, at least five days before the meeting, which copy sets out the proposed amendment ad verbatim, until the end of the day on which the meeting is held.
3. A resolution to amend the Articles of Association requires a majority of at least two-thirds of the votes cast at a meeting at which at least two-thirds of the members are present or represented.
   If two-thirds of the members are not present or represented, a second meeting shall be convened after that meeting, to be held within four weeks after the first meeting, in which a resolution may be passed on the motion as brought to the floor in the previous meeting, regardless of the number of members present or represented, provided it is passed by a majority of at least two-thirds of the votes cast.
4. An amendment to the Articles of Association shall not enter into effect until a notarial deed has been executed thereof.
   Every board member is authorised to execute the deed.

Article 20.                                                                   
Dissolution.

1. The Association can be dissolved under a resolution of the General Meeting.
   The provisions of paragraphs 1 and 3 of Article 19 apply by analogy.
2. Following dissolution, the liquidation shall be carried out by the board members.
   The Board may resolve to appoint other persons as liquidator.
3. Any surplus balance shall be used for purposes to be determined by the General Meeting, which shall correspond as closely as possible to the purpose of the Association.
4. Upon completion of the liquidation, the books, records and other data carriers of the dissolved Association shall remain in the custody of the person designated by the liquidators for the period prescribed by law.
5. The liquidation shall further be subject to the provisions of Title 1, Book 2, of the Dutch Civil Code.

Article 21.
Standing orders.

1. The General Meeting may draw up standing orders. 
2. The standing orders may not be in conflict with the law, which also applies if there are no mandatory rules of law, or with the Articles.

 

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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