ARTICLES OF ASSOCIATION
LIBERIAN STUDIES ASSOCIATION
Name and Objective
1. We, the undersigned, desiring to form a non-profit association for the purpose of effecting cooperation among persons interested in furthering research concerning the Republic of Liberia, and adjacent areas, do thereby constitute ourselves a voluntary association under the name of THE LIBERIAN STUDIES ASSOCIATION.
2. THE LIBERIAN STUDIES ASSOCIATION is a scholarly organization created to provide a means for effective cooperation among persons interested in furthering research in all scholarly disciplines, including the sciences, social science, and humanities, on topics relevant to the Republic of Liberia, and adjacent areas; to publish and otherwise disseminate the results of such research; to cooperate with scholarly organizations, and cultural, scientific, and educational institutions, nationally and internationally, having mutual interests in the exchange and presentation of information and ideas resulting from research in the subject field; to encourage interest in Liberian affairs; and to stimulate and facilitate academic contacts and educational exchanges between Liberia and the United States. The Association shall not take any official corporate position on or seek to influence any legislation or policies of the United States or the Republic of Liberia.
Office and Duration
1. The office of the Association shall be located at the institution or organization at which the Secretary Treasurer has official residence; or at such place as the Board may from time to time determine, or as the business of the Association may require.
2. The duration of the Association shall be perpetual.
3. The death, removal, or resignation of any member of the Association shall not result in the dissolution of the Association.
Membership and Dues
1. Membership in the Association shall be open to all persons who wish to support its objectives. Application for membership shall be communicated to the Secretary Treasurer in a manner provided for by the Board. All members in good standing may vote, hold office, and participate in all the activities of the Association.
2. A member shall be enrolled upon receipt of the first payment of dues.
3. The schedule of dues shall be determined by the Board and submitted for approval by a majority vote of the members present at the annual business meeting of the Association.
4. Dues shall be payable on the first of January. Any member failing to pay dues within six months after they become payable may be suspended from membership. Formal resignation from membership may be presented to the Secretary Treasurer of the Association.
Meetings of the Membership
1. Meeting of the Association shall be held at such time and place as the Board shall determine. There shall be an annual business meeting and its location shall be determined by the Board.
2. A full and true statement of the affairs of the Association shall be submitted at the annual business meeting by all responsible officers. A summary of the transactions or proceedings of the meeting shall be prepared by the Secretary Treasurer and shall be published in the first issue of the Liberian Studies Journal to appear subsequent to meeting, or otherwise notified to the membership.
3. At meetings of the Association, each member shall be entitled to one vote. At any meeting of the Association, any vote shall be taken by secret ballot, if any member so requests. Voting eligibility shall be established upon personal recognizance as a member.
4. Those members present at a meeting shall constitute a quorum. The vote of the majority of the members present shall decide any question unless provided otherwise in these Articles.
1. The government of the Association, the management of its affairs, and the regulation of its procedures, except, as expressly otherwise provided in the Articles of Association, shall be vested in a Board composed of the officers and two (2) members elected by the Association. If a vacancy shall occur on the Board or in any of the offices it may be filled by the Board, and the person designated shall hold the position for the unexpired terms of the person vacating it. All actions of the Board shall be by majority vote in person or by correspondence.
2. The Board of the Association shall have the control and management of its affairs, policies, and business. The Board shall exercise all the powers of the Association and undertake all lawful actions which are not reserved by the Articles of Association to the membership at large.
a. Members of the Association shall annually elect one member of the Board by a majority of the membership present. Each such member shall hold office for two years or until his successor is elected and qualified. Members will be elected and officially installed at the annual business meeting.
b. Board members shall be eligible for re-election.
c. An up-to-date copy of the Articles of Association shall be available to any member upon request to the Secretary Treasurer.
1. There shall be six officers of the Association, viz, a President, a Past President, a Vice President, a Secretary Treasurer, a Parliamentarian, and the Editor of the Association's journal, The Liberian Studies Journal. All officers shall be elected at the annual business meeting. The President, Past President, and Vice President shall be elected for terms of one year and shall serve until their successors are elected. They shall be eligible for re- election. The Secretary Treasurer, the Parliamentarian, and the Editor shall be elected for three-year terms, and shall be eligible for re-election.
2. The President shall be the chief executive officer of the Association, shall preside at all meetings of the members and of the Board, shall have overall responsibility for the management of the Association and shall see that all decisions of the Board are carried into effect. The President shall present an annual report to the membership.
3. The Past President shall be a non-voting member of the Board and shall advise the President and the Board.
4. The Vice President shall preside at meetings of the members and of the Board, if the President is prevented from carrying out this function. In the case of death, resignation, or disability of the President, the latter to be determined by majority vote of the Board, the Vice President shall succeed to the Presidency to complete the unexpired term.
5. The Secretary Treasurer shall combine the functions and duties of Secretary and Treasurer of the Association. In case of the death, resignation, or incapacitation of the Secretary Treasurer the Board shall appoint a qualified member to assume the full duties of the office for the duration of the unexpired term.
a. As Secretary, --or in the absence of the Secretary Treasurer,. an alternate designated by the President--shall record the proceedings of the meetings of the Association and Board. The Secretary Treasurer shall receive and maintain the records, archives, and membership lists of the Association and carry on such correspondence as pertains to the Secretary's duties.
b .As Treasurer, the Secretary Treasurer shall collect, receive, and have custody of all funds of the Association and as directed by the Board shall have authority to disburse such funds. The Secretary Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association; and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories a the Secretary Treasurer may designate with the approval of the Board. The Secretary Treasurer shall process applications for membership. The retiring Secretary Treasurer shall within one month after the expiration of his or her term of office deliver to the newly elected or appointed Secretary Treasurer all money, vouchers, books, and papers of the Association in the Secretary Treasurer's custody. Any or all of the members of the Board may be given signature authority to act for the Association by a majority vote of the Board.
6. The Parliamentarian shall be responsible for ruling on questions of procedure at meetings and shall be the designated officer for service of process and shall serve as the agent of the Association for the purpose of the incorporation of the Association as a non-profit association under the laws of any state of the United States of America.
7. The Editor shall be responsible for the publication of The Liberian Studies Journal which shall be the official organ of the Association. The Editor shall recommend editorial policies to the Board. There shall be an Editorial Advisory Board whose membership and length of service shall be determined by the Board of the Association. The Editor shall consult with the Editorial Advisory Board on Editorial policy and with the Secretary Treasurer on all matters concerning the business management, financing, and distribution of the Liberian Studies Journal.
1. All minute books, correspondence, and other records of the Association shall be preserved by the Officers. Records that have ceased to be of use for the conduct of the affairs of the Association may, by the direction of the Board, be turned over for preservation to a depository designated by it, or discarded.
The President may appoint committees from time to time in consultation with the Board.
In the event of the dissolution of the Association its property, funds, and other assets shall be transferred to whatever organization or organizations operated exclusively for charitable, educational, and/or scientific purposes as the Board may determine, provided such organization or organizations qualify as tax-exempt under the Internal Revenue Code of the United States or Liberia.
Amendments to these Articles of Association may be made by a two-thirds majority of the members of the Association present at the Annual Business meeting.
1. Subject to the availability of funds, the Association shall publish The Liberian Studies Journal and such other publications as the Board, in consultation with the Editor and the Editorial Advisory Board, may determine. Members in good standing shall receive the JOURNAL. Subscription rates for non-members and institutions shall be determined by the Board.
1. Roberts Rules of Order (most current revision) shall govern the proceedings of the Association except as otherwise provided in these Articles of Association and special rules which may be adopted from time to time.
I. THE UNDERSIGNED, HEREBY CERTIFY that the foregoing is a true and correct copy of the duly adopted Articles of Association of Said Association as amended at the Annual Business Meeting of the Association at Atlanta, Georgia, USA, March 28, 1998
March 28, 1998