Adopted March 5, 1983

Revised March 1988, October 1990, March 1996, November 2017

ARTICLE I Name: The name of this organization shall be the Southeast Regional Middle East and Islamic Studies Society, hereafter referred to as SERMEISS.

ARTICLE II Incorporation

Section A: SERMEISS is incorporated in the Commonwealth of Virginia effective 1983 as a non-stock corporation qualifying as an exempt organization under 501(c)(3) of the Internal Revenue Code.

Section B: The activities of SERMEISS shall abide by the Articles of Incorporation. The Articles of Incorporation shall take precedence in the event of any conflict with this document.

ARTICLE III Mission and Purpose

Section A Mission: The mission of SERMEISS shall be to promote the understanding of the Middle East and Islam.

Section B Purposes

1. SERMEISS provides opportunities for individuals in the southeast region of the United States to network and share common concerns, experiences, and activities

2. SERMEISS shall promote and disseminate information and materials solely for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and shall not seek to propagate any specific religious or political viewpoints of any kind but shall seek to advance scholarly knowledge and to improve inter-cultural understanding.

ARTICLE IV Membership

Section A Initiation of Membership

1. A Full Member of SERMEISS shall be any individual who:

a. is a specialist or non-specialist educator, including graduate students, and other individuals whose professional activities actively engage the Middle East and Islam, and who,

b. resides in the state of Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, or West Virginia, and who,

c. pays the annual dues set by the Executive Committee.

2. An Associate Member shall be any individual who does not meet the professional and/or residential requirements of Full Membership.

3. Institutional Membership is established with a contribution of $200 annually for community colleges/colleges/universities with over 5,000 students; and $100 annually for community colleges/colleges/universities with under 5,000 students and pre-collegiate public school districts/private schools.

4. Corporate Membership is established with a contribution of $200 or more annually.

Section B Validation of Membership: For the purpose of ascertaining membership for each Annual Election or any special election, the Executive Director shall prepare a list to include the names of those who have met all membership requirements as of December 31 of each year.

Section C Communication with Membership: All communication with members shall be by electronic means at the member’s electronic address as shown on the member’s application form, unless the member specifically requests that communication be by mail.

Article V Executive Board (Board)

Section A Board Authority: The Board holds executive authority for the business and affairs of SERMEISS and shall perform, in addition to specific responsibilities designated elsewhere in these Bylaws, all functions necessary to fulfill the mission and goals of the Society.

Section B Composition of the Board

1. The elected Board shall consist of a President and no fewer than four (4) Members at Large, all of whom must be Full Members, the immediate past president, and an appointed Program Chair. The Executive Director is an ex officio, non-voting member of the Board.

2. Any Board member may resign at any time.

3. The Board shall fill any vacancies occurring among the Board members, and such replacement shall serve until the next Annual Election.

Section C Term of Office

1. The terms of elected Board members shall be two (2) years, except those members elected to fill vacancies, whose terms shall be for the remainder of the term of the member who ceased to serve.

2. Terms of elected Board members shall be staggered so that half, including the President, shall be elected every-other year.

3. No elected member of the Board shall serve more than two consecutive two-year terms, including an unexpired term.

Section D Election

1. Nomination of candidates

a. A slate of candidates shall be prepared by a Nominating Committee appointed by the Board. The Nominating Committee shall present, whenever possible, at least two (2) candidates for President and each board opening.

b. Additional candidates may be nominated by petition of at least three (3) Full members, said petition presented to the Nominating Committee at least six (6) weeks in advance of the announced date for the election.

2. Annual Election

a. The Board shall announce the date of an Annual Election no later than January 1 of each year, such election to be held no earlier than March 1.

b. The Nominating Committee slate of candidates shall be distributed with the announcement of the Annual Election date.

c. Ballots shall be distributed in accordance with Article IV, Section C above and cast according to procedures determined by the board.

d. Only Full members may vote in Annual Elections.

3. Election

a. The President shall be elected by a plurality of the votes cast

b. The top vote getters equal to the number of seats to be elected shall be elected Members at Large.

Section E Responsibilities of Board Members

1. President. The President shall prepare the agenda for each meeting, shall preside, report, and, with the agreement of the Executive Board, appoint, discharge, and fix the compensation of all employees and agents of SERMEISS.

2. Immediate Past President. The Immediate Past President shall:

a. in the absence or disability of the President, exercise the powers and perform the duties of the President, and

b. assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board.

3. Program Chair. The Program Chair shall prepare the program for the Annual Meeting and such other meetings or conferences that shall be convened by the Board.

4. Members at Large. Members at Large shall perform such duties as shall be prescribed by the Board.

Section F Meetings

1. The Board shall convene an Annual Meeting of the Membership at a location and date determined by the Board.

2. Special meetings of the board may be called by:

a. At least two (2) of the elected Members at Large

b. A petition of at least 20% of the Full Members

3. The quorum for decisions at all Board meetings shall be a simple majority of the Board membership.

4. All Board decisions shall be by a simple majority of Board members present and voting.

5. All board meetings shall be open, except when the Board convenes an executive session.

6. When it deems necessary, the Board shall submit projects and expenditures for discussion and approval to the membership.

Section G Committees: The Board is empowered to create such standing and ad hoc committees as it deems necessary to implement the mission and goals of SERMEISS, and to appoint members to serve on those committees.

Section H Fiscal Year: The fiscal year of SERMEISS shall be the calendar year.

Article VI Executive Director

Section A The Board shall appoint an Executive Director who serves at the discretion of the Board. He or she shall be a non-voting ex-officio member of the Board.

Section B Responsibilities: The Executive Director is the Chief Administrative Officer of SERMEISS and responsible for the following:

1. keeping the minutes of all Board and Membership meetings,

2. attending to the correspondence of the Society,

3. validating membership and maintaining membership records,

4. conducting elections,

5. preparing an annual budget,

6. care and custody of and responsibility for all funds and securities in the name of SERMEISS in such banks or other financial services as the Board directs,

7. providing an annual report of the Society’s finances,

8. negotiating contracts, providing such contracts have approval from the Board,

9. submitting all required annual state and federal regulatory forms.

Article VII. Dissolution

Section A: The dissolution of SERMEISS shall be approved by a two-thirds vote in favor with at least forty percent of the Full Members casting ballots.

Section B Disposition of Assets

1. Upon dissolution of SERMEISS, the Board shall, after paying or making provision for the payment of all of the liabilities of the Society, the Board shall dispose of the assets of the Church 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 corresponding provision of any future United States Internal Revenue Law), as the Board shall determine.

2. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Church is then located, for such purposes or to such organization or organizations, as said court shall determine.

ARTICLE VIII. Amendment of the Bylaws.

Section A: Amendments to the Bylaws may be proposed by the Board or by petition to the Board by any three Full members, including Board members themselves, and shall be considered at a special election or no later than the next Annual Election.

Section B: Approval of amendments shall require a two-third vote in favor with at least forty percent of the Full Members casting ballots.

Last updated: 11/17/17