Revised March 11, 2001

Preamble

The Assyrian Academic Society exists to build continuing and mutually beneficial relationships between its executive board, members, academic institutions and the Assyrian community at large. To this end, the AAS is devoted to strengthening its educational base within the Assyrian community through sponsorship of lectures, seminars, language classes, and academic conferences. Other intellectual pursuits include: publishing specialty books in the areas of history, culture and language; and the publication of its attendant periodical, the Journal of the Assyrian Academic Society (JAAS). The AAS is supported by a diverse group of professionals and students who enliven the AAS in its role to function more effectively as an Assyrian organization committed to serving and fulfilling its educational mission.

By-laws
Article I - Name:

The name of this Society shall be "Assyrian Academic Society", hereinafter, referred to as “AAS.”

Article II - Organization:

AAS is a non-profit organization without any political orientation, that is democratic in structure and professional in nature, organized under the laws of the state of Illinois.

Article III - Location:

AAS principle office shall be located provisionally in the state of Illinois.

Article IV - Purpose:

Section 1 – Objective:

AAS endeavors to promote social, literary, cultural awareness among the members of the community at large.

Section 2 - Purpose:

A. Afford the opportunity to students and graduates to meet together, exchange views and expertise, and coordinate their activities for their professional interest as well as that of the community and people.

B. Promote the teaching of the Assyrian language, history and culture and to protect and preserve them.

C. Publicize Assyrian history, cultural, literary, and scientific heritage.

D. Inculcate a deep interest among children and youth to pursue their education and scientific knowledge, as well as enrich their awareness of their origin, history and culture.

E. Promote a constructive image of the Assyrian community and people and reflect that to the outside world.

F. Establish educational, scientific and cultural ties with institutions and groups with which we share other common interest.

Article V - Membership:

Section I - Qualification:

A. The applicant must be of good character and law abiding, attending full time university or college, or has obtained an Associate degree or higher.

B. The applicant must believe in the purpose of the AAS, abide by its By-laws, and all the resolutions and decisions taken by the AAS; defend them, and have the linguistic, educational and professional capabilities to implement them.

C. The applicant must fill out a membership application and be sponsored by one voting member.

D. The applicant must undergo a three month probation at the end of which he or she will attain full membership status with the approval of two thirds (2/3) of the members of the board of directors.

E. The applicant must provide evidence of academic status upon request.

F. The applicant must take the membership oath.

G. The applicant must pay membership dues.

Section 2 - Classification:

A. Regular Member: A regular member is any person who has obtained at least an Associate Degree or higher degree from an accredited college, university or institute of higher education or a student who has completed at least two years of college level work and is currently continuing his/her education.

B. Student Member: A student member is any student who is currently enrolled at freshman or sophomore level classes at an accredited college, university or a student in a graduate level of higher education.

C. Honorary Member: Honorary membership shall be granted to any person who has significant achievement in science or arts that has brought publicity and prestige to the Assyrian community at large.

Section 3 - Membership Dues:

A. Membership dues are set and reviewed annually by the board of directors. Membership dues shall be published in the membership application.

Section 4 - Privileges:

A. A Regular Member, a Student Member, or an Honorary Member has the right to vote in the general body meetings upon acceptance as a member in the AAS provided that he or she is in good standing.

B. A regular member or an honorary member who is qualified according to Article VI Section 2, or Article VII Section 3 respectively and is in good standing has the right to be nominated or nominate him/herself to the Board of Advisors or Board of Directors.

Section 5 - Meetings:

A. Regular General Body Meeting: The regular general body meeting shall be called once every three (3) months.

B. Special General Body Meeting: A minimum of fifteen (15) of the voting members have the right to call a special meeting through the Board of Directors with at least ten (10) day notice.

Section 6 - The Annual General Body Meeting:

A. The annual general body meeting shall be held during the month of December once a year, with at least one month notice.

B. The annual general body meeting shall formulate the outlines of the AAS mission statement and overall objective of the organization.

C. The annual general body meeting evaluates the activities and resolutions of the Board of Advisors and the Board of Directors for the preceding year.

D. The annual general body meeting may make amendments to the constitution, provided that all members shall be notified of the proposed amendments at least fifteen (15) days in advance.

E. The annual general body meeting elects members of the Board of Advisorsand Board of Directors through secret ballot.

F. All decisions of the general body meeting are taken by the majority vote, with the exception of the amendments to the constitution and by-laws, which require an affirmative vote of two thirds (2/3) of the members present voting.

Section 7 - Quorum:

The quorum of the Annual General Body Meeting will be formed with the presence of the majority of voting members.

Section 8 - Proxy:

Members may vote by proxy at the annual general body meeting provided that it is in writing.

Section 9 - Resignation:

A. Every member has the right to resign, as he or she had joined voluntarily without necessarily being obligated to mention the reason(s) for his or her resignation. All resignations must be submitted in writing to the executive committee.

Section 10 - Disciplinary Action:

A. Penalties shall be applied by two thirds (2/3) affirmative vote of the Board of Directors. Penalties are enforced only after giving the member the right to defend him/herself.

B. Penalties are applied against any member who deliberately violates or fails to abide by the by-laws of the A.A.S. or whose character is in question.

C. If a penalty is to be enforced against a member, the member concerned has no right to vote.

D. Penalties may be implemented in the following sequence:

1. Notice

2. Warning

3. Suspension

4. Expulsion

E. Members using AAS funds, property or stationary for their own private interest, will face immediate expulsion by the Board of Directors.

F. An expelled member cannot be readmitted.

Article VI - Board of Advisors:

Section 1 - Size:

The number of members of the Board of Advisors of the AAS shall be at least (5).

Section 2 - Qualification:

The AAS is committed to a policy of fair representation on the Board of Advisors. Members of the Board shall share the mission and goals of the

AAS. A nominee for the Board of Advisors shall be a person with significant achievements and/or a significant contributor to the

AAS. He or she must be a member of the Assyrian Academic Society.

Section 3 - Selection:

Qualified individuals may be recommended to the Board of Advisors by either the Board of Advisors or the Board of Directors.

Section 4 - Powers and Duties:

A. The Board of Advisors shall offer administrative guidance to the Board of Directors and advise the staff in the various program areas. They will monitor the program's effectiveness, review and evaluate procedures on a regular basis.

B . The Board of Advisors communicates with the funding sources, community leaders, and other interested parties about the programs planned.

C. The Board of Advisors may call on a special general body meeting when deemed necessary to discuss important and urgent matters.

D. The Board of Advisors shall select a chairperson for their Board to call meetings when deemed necessary.

Section 5 - Meetings of the Board of Advisors:

A. Regular Board Meeting: Members of the Board of Advisors shall meet on a regular basis at least twice a year, with at least two (2)weeks notice, and as deemed necessary.

B. Special Board Meeting: Two or more members of the Board of Advisors may call on a special board meeting when deemed necessary to discuss urgent matters. The notice of such meeting shall be served not less than one week.

Section 6 - Quorum:

At all meetings of the Board of Advisors, each advisor will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the Board of Advisors will constitute a quorum at any meeting.

Section 7 - Proxy:

Proxy voting will not be permitted in any meeting of the Board of Advisors.

Section 8 - Removal:

Members of the Board of Advisors may be removed by 2/3 affirmative vote by the Board of Directors.

Article VII - Board of Directors:

Section I - Size:

The Board of Directors shall be nine (9) in number. This can only be changed by two third (2/3) affirmative vote from the general body. This number cannot be reduced to fewer than four members.

Section 2 - Composition:

The Board of Directors of AAS shall hold the following offices:

A. President

B. Vice President

C. Treasurer

D. Secretary

E. Five (5) Committee Chairpersons

Section 3 - Qualification:

A. A nominee for the office of the president and the vice-president shall be a regular member in good standing for two years, at least twenty five years old, and has obtained a bachelor degree or higher from an accredited institution.

B. A nominee for the Board of Directors with the exception of the president and the vice-president shall be a regular member who has obtained a bachelor degree or higher from an accredited institution, and is in good standing for at least six months.

Section 4 - Elections:

A. The Board of Directors will be elected for a one year term by the voting members present at the annual general body meeting through a secret ballot.

C. Any vacancy, with the exception of the post of the President, occurring in the Board of directors shall be filled by a member who is elected by the voting members present at the first general body meeting which shall convene immediately afterwards.

Section 5 - Powers of the Board of Directors:

A. The Board of Directors shall meet regularly. Every member of the Board of Directors may call an emergency meeting of the Board of Directors if it is deemed necessary, specifying therefore, the reason for that.

B. The Board of Directors shall call for the annual general body meeting, designating its time and place.

C. The Board of Directors shall call for regular general body meetings, as well as emergency body meetings whenever it deems them necessary.

D. The Board of Directors has the right to form temporary specialized committees, which should report directly to the Board of Directors.

E. The Board of Directors is the only body with the authority to establish chapters whenever it finds them necessary.

F. Board of Directors may assign a specific responsibility to any ember if it considers him/her eligible and willing to assume the assignment.

G. The Board of Directors is in charge of approving the policy and the content of its origin or its newsletter.

H. The resolution of the Board of Directors must be taken with the majority of the votes of the committee members present.

Section 6 - Duties of the President:

A. The President shall preside over the Board of Directors and the AAS general body meetings.

B. The President shall prepare an agenda for each meeting.

C. The President shall see that all resolutions and recommendations of the AAS are carried out thoroughly.

E. The President or any officer authorized by him shall sign all deeds, titles and other documents relative to the AAS business.

Section 7 - Duties of the Vice President:

A. Te vice-president shall assume the duties of the President in the absence of the President or if he or she is unable to perform specified duties.

B. The vice-president shall perform duties that may be assigned to him/her by the president or by the Executive Committee.

Section 8 - Duties of the Secretary:

A. The Secretary shall record and maintain all minutes of the meetings of the AAS in English.

B. The Secretary shall be the custodian of all A.A.S. records and documents kept at the head office of the AAS.

C. The Secretary shall send notices of all Board of Directors meetings and the general body meetings.

D. The Secretary shall handle all correspondence required for conducting official business.

Section 9 - Duties of the Treasurer:

A. The Treasurer shall act as the chairperson of the Finance Committee.

B. The Treasurer shall maintain checking and savings accounts in the name of the AAS with accredited financial institutions.

C. The Treasurer shall be the sole custodian of the AAS funds and shall oversee all AAS income and expenditures.

D. The Treasurer shall cosign with the President or any other authorized officer any disbursement checks.

E. The Treasure shall keep proper books of accounting showing the accurate financial status of the A.A.S.

F. The Treasurer shall provide financial reports to the Board of Directors at regular meetings.

Section 10 - Duties of Committee Chairperson:

A. Each Chairperson shall act as the Chairperson of the appropriate standing committee and will select as many members deemed necessary to carry out various functions.

B. The Chairperson of each committee shall form as many sub-committees needed to assist in conducting programs and projects which will fulfill the objectives of the organization, with the approval of the Executive Committee.

Section I I - Meetings of the Board of Directors:

A. Regular Directors Meeting: The Board of Directors shall meet regularly at a designated date and place.

B. Emergency Directors Meeting: An emergency meeting may be called at the request of a member of the Board of Directors if necessary.

Section 12 - Quorum:

At all meetings of the Board of Directors, each member will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the Board of Directors will constitute a quorum at any meeting.

Section 13 - Proxy:

Proxy voting will not be permitted in any meeting of the Board of Directors.

Article VIII - Standing Committees:

Section I - Name and Number:

The Standing Committees of the AAS shall be six (6), as follows:

A. Membership

B. Publications

C Education & Counseling

D. Public Programs

E. Finance

F. Ways and Means

Section 2 - Composition:

Standing Committee members may vary in number as deemed necessary by their respective Chairperson.

Section 3 - Duties of Standing Committees:

A. Membership Committee:

It shall examine the membership applications, verify requirements, and present them to the Board of Directors. It shall supervise, monitor, and conduct the annual body meetings.

It shall monitor the proper implementation of the by-laws by the Board of Directors. It shall coordinate and submit to the Board of Directors all proposals made by the members before the amendment of the by-laws.

B. Publications Committee:

It shall issue a specialized periodical in arts and sciences to reflect the

major academic activities of the AAS. It shall publish and encourage the publication or reprinting of all materials relevant to our historical, cultural, and linguistic awareness. It shall

maintain the right to issue newsletter or other publications that serve the objectives of the AAS. It shall promote the teaching of the Assyrian (Aramaic) language by all possible means in the light of modem methodology for language teaching. It shall encourage research in Assyrian language, history and culture. It shall enhance and deepen the awareness of our children and youth in the areas pertinent to their origin, culture and identity. It shall establish a library with emphasis onAssyrian culture and heritage.

C. Education and Counseling Committee:

It shall provide the AAS members and the Assyrian community with all possible professional information and experience in various fields of knowledge through professional and personal interviews, educational workshops. It shall promote objective thinking and systematic approaches to all problems relevant to education and science. It shall encourage further pursuit of knowledge in modem science, technology, and liberal arts especially among our children and youth.

D. Public Programs Committee:

It shall implement and facilitate lectures, seminars and conferences. It shall network with academic and educational institutions. It shall network with scholars worldwide to implement programs and activities that seek to promote and enhance Assyrian ethnicity through a diversity of cultural activities and events.

E. Finance Committee (Treasurer):

It shall be responsible for maintaining a system of internal safeguard accounting controls with the objectives of providing reasonable assurance that A.A.S. assets are safeguarded

against material loss from unauthorized use or disposition, and that authorized transactions are properly recorded to permit the preparation of accurate financial data. However, limitation exist in any system of internal control based on a recognition that the cost of the system should not exceed its benefits.

F. Ways and Means Committee:

It shall seek funding and grants from private and government institutions for various programs that are beneficial to the community and the A.A.S. This committee shall assist other committees in projects that will require elaborate planning and funding. It shall investigate, recommend, and outline due process of long term projects that the A.A.S. is planning to carry out.

Section 4 - Meetings:

Standing Committees may individually decide on the frequency of their own respective meetings, based on expedient nature or urgency of the work entrusted to their case.

Article IX - Financing:

Section I - Fiscal Year:

The fiscal year of the AAS shall commence on the first day of each year.

Section 2 - General Funds:

A. AAS is financed by regular dues from members which will constitute a flexible source of income available to the organization.

B. Other sources besides dues may serve to capitalize the organization such as gifts and bequests from donors, securities, investment, profits from business enterprises such as publications, fund raising, grants, charitable contributions, and income from various social activities.

Article X - Amendments:

Any amendments or revisions in the Constitution or in the by-laws of the AAS shall become valid by two thirds (2/3) affirmative vote of the members present at the annual general body meeting, provided that the proposed amendments or revisions had been presented in writing to the by-laws committee at least thirty (30) days prior to the annual general body meeting.

Article XI - Seal:

The seal of the AAS shall be in circular form in the center of which shall appear the year of incorporation of the AAS and a design of roseate in conjunction with the title " Assyrian Academic Society.” A facsimile of such seal may, if the Board of Directors so directs, constitute the emblem or insignia for use by the A.A.S. and its members in conjunction with their business, subject to such rules and regulations governing the use of same as Board of directors may adopt.

Article XII - Oath:

The Oath of the A.A.S. shall be the following:

"I swear by my honor and dignity that I shall do my utmost to bring about the success of the Assyrian Academic Society."

Article XIII - Dissolution:

The Annual General Body meeting is the only authorized body to dissolve the AAS and dispose of its properties by two thirds (2/3)affirmative vote of the annual general body meeting. In the event that this A.A.S. is dissolved, its assets shall, after payment and settlement of all its debts and liabilities, be disposed of. Disposition and or donation of the net assets of this A.A.S. shall be made only to one or more Assyrian organizations, which operate exclusively for charitable ,educational, cultural or scientific purposes and which are qualified as a non-profit tax exempt organizations under section 501 (c) 3 of the Internal Revenue Service.