By-Laws of the Middle East Outreach Council
(as amended, October 2009)
The name of the corporation shall be the Middle East Outreach Council, Inc.
Said corporation (hereafter referred to as MEOC) is organized exclusively to establish a nonprofit organization to share and exchange information on Middle East outreach and to coordinate and promote the dissemination of information and materials on the Middle East for educational purposes. MEOC shall not propagate any particular political perspective pertaining to the Middle East, other than the advocacy of Middle East outreach itself.
III. Membership and Calendar
The membership of said corporation shall consist of individuals, educational and nonprofit institutions, and corporations who share the goals of MEOC as cited above, and who pay annual dues set by the Board of Directors. Dues shall be for one year, which shall also be the fiscal year of the corporation. MEOC’s fiscal year shall extend from December 1st – November 30th. The corporation shall have at least one meeting of the full membership annually. Members shall vote electronically or by mail for the election of board members and on other issues. Members may also vote on issues discussed at the annual meeting. Election results and budget shall be presented to the membership at annual meetings. Issues presented at the annual meeting will be decided upon by a majority vote of the members present.
IV. Board of Directors
The Board of Directors shall consist of not less than five (5) members, not less than three (3) of whom shall be selected from professional affiliates of university and college-based Middle East centers and programs. Other Directors may be selected from university, college, and precollegiate educators; and/or individuals with professional affiliation in organizations or corporations with active Middle East interests. Directors shall be elected to staggered terms of two years each by a mailed or electronic ballot submitted to the membership. In the initial election, in addition to the President, the first- and second-place candidates shall serve one-year terms. Candidates shall be nominated by a committee appointed by the existing Board of Directors. Additional candidates may be nominated by the membership at least one month in advance of the announced date for the election. The nominating committee shall present whenever possible more candidates for Director than there are Directorships to fill and one or two candidates for President-Elect. The Board shall have the power to elect, by majority vote, one or two additional members whose participation is deemed uniquely valuable. Such Board members shall serve a two-year term, and have the full rights and privileges of Board members. The quorum for decisions at Board meetings shall be a simple majority. As a way of maintaining institutional continuity, permanent positions on the MEOC Board will be held for the President-Elect, who shall be elected for a term of one year, and the immediate Past-President, whose term of appointment shall extend for a period of two years. The Board may also, at its discretion, appoint individuals to serve in an ex officio capacity in positions where continuity is particularly important. These positions may include — but are not limited to — Treasurer and Membership Chair. Ex Officio Board members will not retain voting privileges. Their positions must be ratified annually by Board vote. They may be terminated at their own request or the request of the Board at any time.
All officers are members of the Board of Directors, and shall include, but not be limited to, the President, President-Elect, immediate Past-President, Treasurer, and Secretary. The President, chosen by a vote of the membership, shall serve a term of two years. In all elections after the first, the person(s) nominated for President shall have served on the Board of Directors. The Secretary shall be selected by and from the Board of Directors exclusively. No individual shall serve more than two consecutive terms on the Board of Directors. At the annual election following adoption of the amendment to the by-laws that established the office of President-Elect, the membership shall elect a President-Elect, who shall serve a term of one year coinciding with the second year of the term of the serving President. At the end of this initial service, the President-Elect will assume the duties of President, serving a term of two years.
The President shall preside at the annual meeting of the membership and the meetings of the Board, shall report on the condition of the business of the Corporation, and with the approval of the Board of Directors shall appoint, discharge, and fix the compensation of all employees and agents of the Corporation.
The President-Elect shall become familiar with the duties and responsibilities of the President. The President-Elect shall attend meetings of the membership and the Board, provide assistance to the President, and perform duties as delegated by the President.
VIII. Treasurer and Funding
The Treasurer shall have the care and custody of and be responsible for all funds and securities in the name of the Corporation, and shall deposit such funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors designates. The Treasurer shall report on the finances of the Corporation at the annual meeting of the membership as well as upon the request of the Board of Directors. Any monies received by the organization shall be unrestricted or for projects approved by the Board of Directors. When it deems necessary, the Board shall submit projects and expenditures for discussion and approval by the membership. The Treasurer shall submit the Corporation’s accounts and supporting documents for review by the Board of Directors on an annual basis.
The Secretary shall keep the minutes of the membership and of the Board of Directors, shall transmit these minutes to the membership electronically and by hard copy at the annual meeting, and shall attend to the correspondence of the Corporation. The Secretary shall keep a record of the names of all officers, Directors, and members of the Corporation, with their current contact information.
X. Replacement of Officers
In the event of the temporary absence of an officer, another Board member shall fulfill the functions of the office, with the consent of the Board of Directors. If a position on the Board of Directors is permanently vacated, the Board of Directors shall by majority vote, select a member of MEOC to fill that position until the next annual election. Such appointments will not be construed as an elected term.
The Board of Directors is empowered to create such standing and ad hoc committees as it deems necessary to implement the goals of the Corporation, to appoint members of MEOC to serve on these committees, and to seek outside consultants where desirable.
XII. Parliamentary Authority
The current edition of Robert’s Rules of Order governs this organization in all parliamentary situations that are not provided for in the by-laws of this Corporation.
XIII. Amendment Procedures
These by-laws may be amended, altered, or repealed, or new by-laws may be adopted by a favorable mail or electronic vote of two-thirds of those members voting. Amendments may be proposed by petition to the Board by any three members, including Board members themselves, and shall be considered at the next annual meeting following one month from the date of submission of such amendments.