MESA - Middle East Studies Association

MESA Bylaws

These Bylaws incorporate revisions approved on January 15, 1972, January 31, 1975, February 16, 1977, April 1, 1978, May 31, 1980, May 1, 1988, October 15, 1990, November 1, 1995, November 1, 1999, April 20, 2009, April 13, 2012, April 1, 2014, and March 15, 2017 of the original Bylaws of the Middle East Studies Association, Inc., of December 8, 1967.

ARTICLE I. NAME, NATURE, and OBJECTIVES

Section 1. Name. The name of this organization shall be the MIDDLE EAST STUDIES ASSOCIATION of North America, Inc. It shall be known also as The Middle East Studies Association (MESA) (also referred to herein as "MESA" or the "Association").

Section 2. Nature and Objectives. THE MIDDLE EAST STUDIES ASSOCIATION is a non-profit association that fosters the study of the Middle East, promotes high standards of scholarship and teaching, and encourages public understanding of the region and its peoples through programs, publications and services that enhance education, further intellectual exchange, recognize professional distinction, and defend academic freedom in accordance with its status as a 501(c)(3) scientific, educational, literary, and charitable organization.

ARTICLE II. MEMBERSHIP

Section 1. Types of Membership. There shall be three categories of full members: Honorary Fellows, Fellows, and Student Members; one category of Associate Members; and one category of Institutional Members.

a. Honorary Fellows. Honorary Fellows shall be limited to outstanding internationally recognized scholars who have made major contributions to Middle East studies. Honorary Fellowship shall be bestowed by nomination of the Board of Directors and conferred by the majority of those present and voting at any Annual Members meeting of the organization. Honorary Fellows shall retain their status until their resignation or death. Honorary Fellows shall be entitled to all the rights and duties of Fellows but shall not pay dues. There shall be no more than ten Honorary Fellows at any one time.

b. Fellows. Fellows are defined as those individuals who have received a Doctorate related to Middle East studies and/or who have taught in Middle East studies and/or who have made a scholarly contribution to Middle East studies. Fellows shall be admitted to membership by approval of the majority of the Board of Directors. Annual dues as established by the Board of Directors must be paid to retain membership.

c. Student Members. The Board of Directors may admit as Student Members registered graduate and undergraduate students interested in Middle East studies who may meet such qualifications as may be established by the members of the Association. Annual dues as established by the Board of Directors must be paid to retain membership. The Board of Directors may establish a time-limit for student membership.

d. Associate Members. The Board of Directors may elect as Associate Members without the voting privilege persons interested in the study of the Middle East and who meet such qualifications as may be established by the members of the Association. They shall be entitled to attend all public meetings of the Association and to receive all publications of the Association. Annual dues as established by the Board of Directors must be paid to retain membership.

e. Institutional Members. The Board of Directors may admit as Institutional Members without the voting privilege academic or philanthropic institutions which meet such qualifications as may be established by the Board of Directors. Institutional Members shall be subject to review every third year, to ensure their missions and objectives continue to coincide with those of MESA, as stated in Article I, Section 2. Annual dues as established by the Board of Directors must be paid to retain membership.

Section 2. Voting. Only Full Members in good standing are eligible to vote by ballot (for the purposes of these bylaws "ballot" shall refer to both mailed paper and electronic mail ballot or any other means of electronic transmission approved by the Board of Directors) or voice vote in open sessions. Full Members in arrears of payment of dues shall be considered not in good standing.

Section 3. Resignation and Removal of Members. A member of any category of membership may be removed at any time by a vote of the majority of the membership. Any member in any category may resign at any time.

Section 4. Compensation. The Board of Directors may authorize reimbursement for expenses incurred by members in connection with the performance of their duties, provided however, that nothing herein contained shall be construed to preclude any member from serving the Association in any other capacity or receiving compensation for such services.

Section 5. Dues. Membership in any category is subject to such dues as may be fixed by the Board of Directors.

ARTICLE III. ANNUAL MEETING OF THE ASSOCIATION

Section 1. An Annual Meeting shall be held at a time and place to be determined by the Board of Directors.

Section 2. An Annual Members Meeting open to members and guests of the Association shall be held at the time and place of the Annual Meeting.

a. The President or, in that Officer's absence, the President-Elect or Past-President, shall preside. In the event that none of these individuals is available, the Board of Directors shall select one of its members to preside.

b. Procedure shall be governed by the latest edition of Robert's Rules of Order, and there shall be a parliamentarian who shall advise the presiding officer.

c. There shall be a quorum for the Annual Members Meeting of 35 voting members of the Association in good standing. In the absence of a quorum, the Meeting may be held, but no votes may be taken.

d. Only Full Members in good standing may vote at the meeting.

e. Voting at the Annual Members Meeting shall be of two kinds.

1). Voting which seeks only to determine the "sense of the meeting."

2). Voting which seeks only to submit the question to the membership at a future time in the form of a ballot. Any vote to submit a matter to the general membership must be passed by a majority of those present and voting, providing there is a quorum at the time the vote is taken. Matters which are passed by the required majority shall be submitted to the membership under procedures described in Article III, Section 5.

Section 3. Special Meetings of the members shall be called at any time by the Executive Director of the Association upon the request of the majority of the Board Members or upon request of no less than one-fourth of the voting members of the Association.

Section 4. Resolutions

a. The Board of Directors may present resolutions to the Annual Members Meeting.

b. Any member of the Association in good standing with voting rights may, subject to the following rules, present resolutions at the Annual Members Meeting.

1). Resolutions must be received in writing by the office of the Executive Director of the Association not later than two weeks prior to the Annual Meeting; must be signed by at least twenty-five members of the Association in good standing with voting rights; must not be more than 300 words in length including background material; and must deal with a matter of concern to the Association or to the academic profession.

c. Resolutions may be voted upon at the Annual Members Meeting to determine "the sense of the meeting" or;

d. Resolutions designed to determine Association policy, to instruct the Board, or to amend the Bylaws, must be voted upon at the Annual Members Meeting to determine whether they should be submitted to the membership at a future time in the form of a ballot. A majority of those members present and entitled to vote, and constituting a quorum, shall be required to pass such a resolution. Resolutions passed by the required majority shall be submitted to the membership under procedures described in Article III, Section 5.

Section 5. Referenda

a. Referenda are defined as the casting of votes by the membership in good standing and with voting rights on issues other than elections, providing each member has been furnished with a ballot. Referenda may be initiated by the Board of Directors or by vote at the Annual Members Meeting as specified in Article III, Sections 2 and 4.

b. The Board of Directors may present its opinion on a referendum issue in writing at the time the mail ballot is sent to the membership.

c. Ballots must be returned by a date determined by the Executive Director, but not less than thirty (30) days from the issue of the ballot to be counted.

d. The result of the vote by members in good standing with voting rights shall be decided by a majority of those voting, or two-thirds of those voting for amendments (Article VIII).

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Management. The affairs and the property of the Association shall be managed by the Board of Directors (herein-after sometimes referred to as the Board or the Directors). The membership may originate general policies and give general directives to the Board. The Directors shall act only as a Board and individual Directors shall have no power as such.

Section 2. Annual Meeting. There shall be at least one Annual Meeting of the Board scheduled on the day before the opening of the annual conference and meetings-in-conjunction day. Such Annual Meetings of the Board shall be general meetings and open for the transaction of any business except in any case where special notice is required by law, by the Certificate of Incorporation, or by the Bylaws. They will be held in executive session and open to Board Members, both voting and ex-officio, and invited guests.

Section 3. Special Meetings. Special meetings of the Board shall be called at any time by the Executive Director upon the request of the President or upon the request of no less than a majority of the Directors.

Section 4. Notification. All Board Members will be given at least fourteen days notice of the time and location of board meetings.

Section 5. Quorum. At all meetings of the Board the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum. Except as otherwise provided by law or by the Bylaws, the act of a majority of the Directors present and voting shall be the act of the Board.

Section 6. Numbers of Directors. The Board of Directors shall consist of nine voting persons: The President, the President-Elect or the immediate Past-President, six Members of the Board, and one Student Member of the Board. The Executive Director and Treasurer shall serve on the Board as non-voting members.

Section 7. Election of Members of the Board. The Nominating Committee, described in Article VI, Section 2, shall annually nominate four Fellows as candidates for two vacancies of the Fellows Members of the Board. The Nominating Committee shall biennially nominate two Student Members for the one vacancy of the Student Member of the Board. Additional nominations may be made by petition from the membership to the Nominating Committee. Any Fellows Member may be nominated a candidate for Fellows Member of the Board by a petition signed by twenty-five Fellows in good standing provided the nominee has agreed to run and the petition is received at the Secretariat by the tenth of June. Any Student Member may be nominated a candidate for Student Member of the Board by a petition signed by twenty-five Student Members in good standing provided the nominee has agreed to run and the petition is received at the Secretariat by the tenth of June. The Committee shall, with the help of the Executive Director, conduct the election. Ballots shall be provided by the Secretariat in sufficient time so that they may be reasonably returned by a deadline before the Annual Meeting. The Nominating Committee may instruct the Executive Director to count the ballots and to have the results certified by a notary public. A plurality of the votes cast shall be required for election. Only the Ballots of members in good standing shall be counted. In preparing the list of nominees, the Nominating Committee shall keep in mind the desirability of having representation on the Board from the various sections of the United States and Canada, as well as scholars representing interests in the several regions of the Middle East and the various disciplines represented in Middle Eastern studies. The six Fellows Members of the Board shall be elected by the members of the Association. These six Fellows Members shall be elected from the Fellows by a plurality of the vote cast, with two Fellows Members being elected each year. Each person elected a Fellows Member of the Board shall continue in office until his or her term of three years has expired or until his or her successor shall have been duly elected and qualifies, or until his or her earlier death, resignation or removal in accordance with the Bylaws. The Student Member of the Board shall be elected by the members of the Association. The Student Member of the Board shall be elected from the Student Members by a plurality of the vote cast, with one Student Member of the Board being elected every odd-numbered year. The elected Student Member of the Board shall continue in office until his or her term of two years has expired or until his or her successor shall have been duly elected and qualifies, or until his or her earlier death, resignation or removal in accordance with the Bylaws. Additional Members of the Board to fill any vacancy or vacancies caused by failure to elect the full number of members or the death, resignation or removal of any member may be elected by a majority of the remaining Board of Directors. The term of office begins after the Annual Meeting which follows his or her election. Only Fellows in good standing shall be eligible to serve as Fellows Members of the Board of Directors. Only Student Members in good standing shall be eligible to serve as a Student Member of the Board of Directors.

Section 8. Resignation and Removal of Directors. Any Director may be removed at any time with or without cause and with or without notice at any meeting of the members by a vote of the majority of the members of the Association. Any Director may resign at any time.

Section 9. Compensation. The Directors shall not receive compensation for their services as such but the Board may authorize reimbursement of expenses incurred by Directors in connection with the performance of their duties provided, however, that nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity or receiving compensation for any such services.

Each Director and Officer, whether or not then in office, shall be indemnified by the Association against all liabilities, costs and expenses reasonably incurred by or imposed upon him or her in connection with or arising out of any action, suit or proceeding in which he or she may be involved or to which he or she may be made a party by reason of his or her being or having been a Director or Officer of the Association; such expense to include the cost of reasonable settlements (other than amounts paid to the Association itself) made with a view to curtailment of costs of litigation. The Association shall not, however, indemnify such Director or Officer with respect to matters as to which he or she shall be finally adjudged in any action, suit or proceeding to have been derelict in the performance of his or her duty as such Director or Officer, nor in respect of any matter on which any settlement or compromise is effected, if the total expense, including the cost of the settlement, shall substantially exceed the expense which might reasonably be incurred by such Director or Officer in conducting such litigation to a final conclusion; and in no event shall anything herein contained be so construed as to authorize the Association to indemnify any such Director or Officer against any liability or expense by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The foregoing right of indemnification shall not be exclusive of other rights to which any Director or Officer may be entitled as a matter of law.

Section 10. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of the Association Code may be taken without a meeting of the Board of Directors if all Members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes or proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.

Section 11. Limitation of Authority. No Officer authorized to spend or obligate expenditure of MESA funds may expend more than 5% of the total budget or 150% of any line item of budget without approval of the majority of the Board of Directors.

Section 12. Determination of Organization and Assets. If the number of eligible voting members falls below 80 for two consecutive fiscal years, a majority of the Board of Directors may terminate the organization and liquidate the assets remaining after the payment of all its obligations and these shall be given to one or more non-profit charitable corporations incorporated in the United States if approved by appropriate federal and state authorities as required by law. No member of MESA, other person or corporation except a non-profit charitable corporation, shall by virtue of such liquidation ever receive or be entitled to any of the assets of MESA.

ARTICLE V. OFFICERS

Section 1. Number of Officers. The Officers of the Association shall be a President, who shall serve a two-year term and serve as Chair of the Board, a President-Elect or an immediate Past-President, an Executive Director, and a Treasurer. One person may not hold two or more of the aforesaid offices except those of the Executive Director and Treasurer. The President-Elect and the Past-President shall not hold office at the same time.

Section 2. Election of Officers. The President-Elect shall be elected biennially by the members. The Nominating Committee, described in Article VI, Section 2, shall nominate Fellows as candidates for office. It shall nominate two Fellows for the office of a President-Elect. Additional nominations may be made by petition from the membership to the Nominating Committee. Any Fellows Member may be nominated a candidate for Officer by a petition signed by twenty-five Fellows in good standing provided the nominee has agreed to run and the petition is received at the Secretariat by the tenth of June. The Committee shall, with the help of the Executive Director, conduct the election. Ballots shall be provided by the Secretariat in sufficient time so that they may be reasonably returned by a deadline before the Annual Meeting. The Nominating Committee may instruct the Executive Director to count the ballots and to have the results certified by a notary public. A plurality of the votes cast shall be required for election. Only the Ballots of members in good standing shall be counted. In preparing the list of nominees, the Nominating Committee shall keep in mind the desirability of having representation on the Board from the various sections of the United States and Canada, as well as scholars representing interests in the several regions of the Middle East and the various disciplines represented in Middle Eastern studies. Vacancies of Officers caused by failure to elect the full slate thereof or caused by death or resignation, or increase in the number of Officers may be filled by a majority vote of the Board at a special meeting called for that purpose or at any regular meeting. New Officers will fill out the term of existing Officers.

Section 3. Additional Officers. The Board at any meeting may by resolution appoint such additional Officers and such agents and employees, and determine their term of office and compensation, if any, as it may deem advisable. The Board may delegate to any Officer or committee the power to appoint such subordinate Officers or agents and to determine their terms of office and compensation, if any. Such additional Officers will not be a Member of the Board of Directors unless so specified in these Bylaws.

Section 4. Removal of Officers. Any Officer may be removed at any time with or without cause and with or without notice by a vote of the majority of the body electing or appointing him or her. 

Section 5. President. The President's term shall be for two years and the President shall be a Member of the Board and all committees ex officio, shall serve as Chair of the Board and shall be a Member of the Board for the year following his or her term in office. He or she shall be the Chief Executive Officer of the Association and shall have general supervision of the affairs and property of the Association and over its several Officers, and shall generally do and perform all acts incident to the office of President, and shall have such additional powers and duties as may from time to time be assigned to him or her by the Board. When authorized by the Board, the President may sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other Officer or agent of the Association. The President begins his or her term immediately after serving as President-Elect, and he or she takes office following the Annual Meeting.

Section 6. The President-Elect. The President-Elect, at the request of the President, or in the President's absence or disability, shall perform all the duties of the President subject to all the restrictions upon the President. When authorized by the Board, the President-Elect may also sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other office or agent of the Association. The President-Elect shall perform such other duties as from time to time may be assigned to him or her by the Board or the President. The President-Elect serves for one year as the President-Elect, beginning after the Annual Meeting which follows his or her election.

Section 7. The Past-President. The Past-President, at the request of the President, or in the President's absence or disability, shall perform all the duties of the President subject to all the restrictions upon the President. When authorized by the Board, the Past-President may also sign and execute, in the name of the Association, deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other office or agent of the Association. The Past-President shall perform such other duties as from time to time may be assigned to him or her by the Board or the President. The Past-President serves for one year following his or her term as President.

Section 8. The Treasurer. The Board shall appoint a Treasurer and shall determine his or her compensation, if any. The Treasurer shall act under the supervision of the Board and have charge and custody of, and be responsible for, all the funds of the Association and shall keep or cause to be kept and shall be responsible for the keeping of, accurate and adequate records of the assets, liabilities and transactions of the Association. He or she shall deposit all monies and other valuable effects of the Association in the name of and to the credit of the Association in trust companies or other depositories as may be designated in the manner provided in Article VII, Sections 5 and 6. In general, he or she shall perform all duties incident to the Office of Treasurer and such other duties as may from time to time be assigned to him or her by the Board or the President. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. The expense of such bond shall be paid by the Association. The Office of Treasurer may be combined with any other office, as the Board may direct.

Section 9. Executive Director. The Board shall appoint an Executive Director and shall determine the length of service and compensation of the office holder. The Term of office is not to exceed five years, although he or she will be eligible for reappointment. The organization and management of the Secretariat shall be reviewed by the Board of Directors annually. The Executive Director is subject to removal as specified in Article V, Section 4. The Executive Director shall be the Chief Administrative Officer of the Association. It shall be his or her duty, under the direction of the Board, to oversee the affairs of the Association, to have responsibility for the continuing operations of the Association, to assist the work of its committees, to assist in the formulation of policies and projects for submission to the Board of Directors, to execute the instructions of the President and the Board, to prepare minutes of the meetings of the Board and the meetings of the members of the Association, to authenticate the records of the Association, and to perform such other duties as the President and the Board may direct.

ARTICLE VI. COMMITTEES

Section 1. Executive Committee. The Executive Committee shall consist of the Officers of the Association. It shall act on behalf of the Board of Directors in the operation of the Association and shall have such authority as may be established from time-to-time by the Board of Directors.

Section 2. Nominating Committee. The Nominating Committee shall be nominated at the Annual Meeting. It shall consist of five Fellows in good standing and one Student Member in good standing. The Board of Directors shall submit a list of names of at least eight Fellows for five positions and a list of names of at least four Student Members for one position. Additional names may be proposed from the floor at the time of the Annual Members Meeting. The Nominating Committee shall be elected by ballot in advance of the Annual Meeting, under the guidance of the Board of Directors, with the assistance of the Executive Director. The five Fellows and one Student Member receiving the highest number of votes shall be elected. The Executive Director shall serve as the non-voting chair of the Nominating Committee. The elected Nominating Committee shall proceed in the manner described in Article IV, Section 7 and Article V, Section 2.

Section 3. Annual Meeting Program Committee. Members of the Program Committee shall be appointed by the Board after it hears the recommendations of the Program Chair- designate. They shall serve from the date of their appointment until the close of the official program of the Annual Meeting for which they are responsible. All panels, plenary sessions, or other aspects of the official program for the Annual Meeting shall be organized under the direction of the Program Committee, and no panels shall be allotted as a bloc to any person or group of persons outside the Committee. Only programs organized and approved under the direct control of the Program Committee shall be printed in the official program, except when the Board, on the recommendation of the Program Committee, decides otherwise. Nothing in this rule shall be construed to prohibit or restrain the Association's policy of, where feasible, making meeting rooms available and assisting in the announcement of special meetings organized to serve the purpose of the Association or its members.

Section 4. Publications Committee. The Publications Committee shall consist of five persons: the Editor of the International Journal of Middle East Studies, the Editor of the MESA Review of Middle East Studies (formerly known as the MESA Bulletin), one elected Member of the Board of Directors appointed by the Board, and two members-at-large appointed by the Board. The Editors of the two journals continue to serve on the Committee as long as they hold their editorial positions, the members-at-large serve for a period of three years, and the Member of the Board serves for two or three years, depending upon his or her tenure on the Board. The Member of the Board other than the editors of IJMES and the MESA Review of Middle East Studies shall be the Chair. The Committee shall coordinate and review the publication activities of the Association, and report annually to the Board of Directors.

Section 5. Other Committees. The Board may constitute such other committees of Directors, Officers, employees, members, or other persons, with such functions, powers and duties as the Board shall provide. Each such committee shall operate in accordance with these Bylaws and the directives of the Board. Eligibility for membership shall be determined by the Board, and all such committees shall report their activities to the full membership annually. The names of the members of each committee and their terms of office shall be made known to the members at least annually.

ARTICLE VII. MISCELLANEOUS PROVISIONS

Section 1. Offices. The Board may establish, from time to time, and in addition to the location of the Secretariat, one or more offices of the Association at any place or places and may maintain such office or offices for such period or periods of time as it may deem expedient.

Section 2. Fiscal Year and Audit. The fiscal year of the Association shall end on December 31 in each year. There shall be an annual audit of the Association, the result of which shall be reported to the members.

Section 3. Execution of Contracts. The Board may authorize any Officer, employee or agent, in the name of and on behalf of the Association, to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instance, and the Board may provide for such Officer, employee or agent to delegate such authority to other Officers, employees or agents, subject to the limitations set forth in these Bylaws.

Section 4. Loans. No loan shall be contracted on behalf of the Association unless authorized by the Board.

Section 5. Commercial Paper. All checks, drafts and other orders for the payment of money out of the funds of the Association, and all notes or evidences of indebtedness of the Association shall be executed on behalf of the Association by such Officer or Officers or employee or employees, as may be determined by resolution of the Board, or by designation of an Officer or Officers to whom such power of designation shall have been conferred by the Board.

Section 6. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may from time to time select or as may be selected by any Officer or employee of the Association to whom such power may from time to time be delegated by the Board (or by an Officer or Officers to whom such power of designation shall have been conferred by the Board), may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Association.

Section 7. Notices. Except as may otherwise be required by law, any notice required to be given under these Bylaws shall be in writing and signed by the President or the Executive Director.

Section 8. Affiliated Organizations. Organizations having a scholarly interest in the Middle East and whose memberships include a substantial number of members of the Association may be affiliated with the Association. Affiliation is subject to acceptance by the Board of Directors, and affiliations shall be subject to review every third year. Affiliated organizations may meet under the aegis of the Association at the Annual Meeting, and participate in the program of the Annual Meeting, subject to approval and scheduling by the Program Committee of the Annual Meeting.

ARTICLE VIII. AMENDMENT OF BYLAWS

Amendments to these Bylaws may be proposed by 1) The Board of Directors or 2) by petitions signed by 25 voting members in good standing. All amendments shall be governed by the regulations contained in Article III, Sections 4 and 5, except that amendments must have a two-thirds majority of those voting.



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