National Association for Armenian Studies and Research, Inc.
(Hamazgayin Hayagitakan Miuthiun)
ARTICLE I – Name
Section 1. The name of this organization is National Association for Armenian Studies and Research, Inc.
ARTICLE II – Purposes
Section 1. The purposes of the Association are:
a) To foster and promote Armenian Studies through scholarship, research, and publication;
b) To work for the establishment of endowed professorships, fellowships, scholarships, departments, and courses of instruction in Armenian Studies at colleges, universities, and other institutions of higher learning;
c) To solicit and administer funds and to cooperate with universities, foundations, and similar organizations for the advancement of Armenian studies and research; and
d) To sponsor and promote educational, cultural, and other activities and projects for the realization of the purposes and objectives of the Association.
ARTICLE III – Policy
Section 1. The Association shall avoid partisanship in political or sectarian matters.
ARTICLE IV – Membership
Section 1. Active. Persons of good moral character interested in the purposes of the Association may become members upon application and payment of dues. A member shall have the right to attend, be heard, and vote at the Assembly of Members.
Section 2. Honorary. Persons of outstanding achievement in the advancement of Armenian Studies may be elected for a term of honorary membership or honorary office.
ARTICLE V - Assembly of Members
Section 1. Authority. The supreme governing authority of the Association shall be the Assembly of Members.
Section 2. Annual Assembly. There shall be an Annual Assembly of Members in the Spring of each year unless some other time is determined by vote of two-thirds of the Directors and the membership is so notified at least sixty days in advance of such Assembly.
Section 3. Special Assembly. A special Assembly of Members shall be called upon the decision of two-thirds of the Directors or upon written petition of one-sixteenth of the members.
Section 4. Quorum. One-twentieth of the membership shall constitute a quorum at any Assembly of Members.
Section 5. Nominations. There shall be a nominating committee comprised of five members elected by the Board of Directors sixty days prior to an Annual Assembly. The nominating committee shall submit to the Annual Assembly a list of candidates for the Board of Directors exceeding the number of Directors to be elected. Additional nominations may be made from the floor. A candidate for the Board of Directors shall be a member in good standing for the two years prior to nomination.
ARTICLE VI - Board of Directors
Section 1. Composition and Election. The Board of Directors shall be comprised of twenty-seven members and shall be elected from the membership by majority vote of the Annual Assembly of Members. The Board shall determine the number of Directors to represent the various regions of the country, and the Directors shall be elected by regions. At each Annual Assembly of Members only nine Directors shall be elected for a three-year term of office. A Director shall serve for a term of three years or until his successor is duly elected and qualified. Interim vacancies may be filled by the Board of Directors until the next Assembly of Members.
Section 2. Functions and Duties. The Board of Directors shall meet regularly, direct the activities of the Association, call the Assembly of Members, administer the decisions and policies of the Assembly of Members, manage the funds and internal affairs of the Association, and render a complete report thereof with recommendations to the Assembly of Members.
Section 3. Authority. For the accomplishment of the purposes, the Association or its Board of Directors shall have the authority:
a) To receive property by devise, gift, or bequest and to purchase, lease, hold upon trust, and otherwise acquire and hold all property, real or personal, including voluntary donations, contributions, shares of stock, bonds, and securities of other corporations for any of the purposes of the Association;
b) To convey, sell, exchange, lease, mortgage, encumber, transfer upon trust, or otherwise dispose of all property, real or personal;
c) To borrow money or raise money through contributions, gifts, dues, or otherwise; contract debts, issue bonds or notes, and secure the payment or performance of its obligations; and
d) To do any and all other acts necessary and expedient for the administration of the affairs and attainment of the purposes of the Association.
Section 4. Appointive Authority. The Board of Directors may organize and supervise committees and may delegate authority to such committees or the Executive Committee. The Board may appoint such executive and administrative officers and personnel as it deems necessary for the proper operation of the affairs of the Association. It may appoint regional and local representatives who shall be advisory members of the Board of Directors and ex-officio members of any regional or local bodies. The Board of Directors may also appoint as its advisors for terms of one year persons of special skill or knowledge. It may elect honorary members by a two-thirds vote and may provide other forms of recognition for outstanding contributions to the Association or its programs.
Section 5. Officers. The Board of Directors shall elect annually from its body as officers a chairman, first vice-chairman, second vice-chairman, secretary, treasurer, and two members at large who shall comprise the Executive Committee.
Section 6. Quorum. Nine Directors shall constitute a quorum at any meeting of the Board of Directors.
ARTICLE VII - Executive Committee
Section 1. Functions and Duties. The Executive Committee shall meet regularly and shall execute the decisions and functions delegated to it by the Board of Directors.
Section 2. Approval of New Members. The Executive Committee shall approve qualified applicants for membership. Any application not approved by the Executive Committee shall be reviewed by the Board of Directors before notification to the applicant.
Section 3. Quorum. A majority shall constitute a quorum at any meeting of the Executive Committee.
ARTICLE VIII – Chapters
Section 1. In order to further the purposes and objectives of the Association, members of the Association may comprise regional or local chapters and committees under the supervision of the Board of Directors.
ARTICLE IX - Rules of Order
Section 1. Robert's Rules of Order Revised shall govern in matters of parliamentary procedure not otherwise prescribed.
ARTICLE X - Fiscal Year
Section 1. The fiscal year of the Association shall be the calendar year.
ARTICLE XI - Dissolution
Section 1. Upon dissolution of the Association, its assets shall be used for the advancement of Armenian Studies in accordance with the decision of the Assembly of Members.
ARTICLE XII – Amendments
Section 1. Amendments to this constitution, approved by two-thirds of the Assembly of Members, shall become effective upon ratification by two-thirds of those members voting within thirty days of written notification to all members by the Board of Directors.