IASA Constitution


As adopted by postal ballot in March 2012 and ratified at the IASA General Assembly 2012

ARTICLES OF THE INTERNATIONAL ASSOCIATION OF SOUND AND AUDIOVISUAL ARCHIVES

 


PART 1: INTRODUCTION

NAME
1. The name of the company is:

in English: International Association of Sound and Audiovisual Archives
in French: Association Internationale d'Archives Sonores et Audiovisuelles
in German: Internationale Vereinigung der Schall- und Audiovisuellen Archive
in Spanish: Asociación Internacional de Archivos Sonoros y Audiovisuales

Hereafter referred to as IASA
 

PURPOSES
2. The International Association of Sound and Audiovisual Archives (IASA) is an international association, herein constituted as a not for profit company, concerned with the care of, access to, and long term preservation of the world’s sound and audiovisual heritage. IASA promotes, encourages and supports the development of best professional standards and practice in all countries through communication, cooperation, advocacy, promulgation, dissemination, training and/or education, amongst public or private archives or libraries, institutions, businesses, organisations and associations which share these purposes. IASA offers membership to those institutions, organisations and individuals who share these purposes.


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PART 2: INTERPRETATION AND LIMITATION OF LIABILITY
 

DEFINED TERMS:

3. In the articles, unless the context requires otherwise—
articles” means the company’s articles of association;
bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
By-Laws” means the By-Laws annexed to these Articles
chairman” has the meaning given in article 12;
chairman of the meeting” has the meaning given in article 25;
Secretary-General” has the meaning of company secretary as defined in these articles.
Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006 as constituted under the laws of England and Wales, in so far as they apply to the company;
director” means a director of the company, and includes any person occupying the position of director, by whatever name called;
document” includes, unless otherwise specified, any document sent or supplied in electronic form;
electronic form” has the meaning given in section 1168 of the Companies Act 2006;
meeting” is an official occasion where official business is conducted where participants can each communicate to the others any information or opinions they have on any particular item of the business under consideration.
member” has the meaning given in section 112 of the Companies Act 2006;
ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
participate”, in relation to a directors’ meeting, has the meaning given in article 10;
proxy notice” has the meaning given in Content of Proxy Notices;
special resolution” has the meaning given in section 283 of the Companies Act 2006;
subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and
writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
show of hands” shall be when the Chair calls on the meeting to cast their vote by indicating their position on the particular matter at hand.
poll” shall be when a vote is cast at a meeting, the precise manner to be determined by the Chair of the meeting, such that each individual’s right to cast the vote and the number of votes which may be cast by that individual are noted at the time of casting the vote.
ballot” shall be when a vote is cast and counted regardless of where any member is or how they communicate, such that each member’s right to vote and the number of votes they may cast is noted at the time of casting, but that reasonable processes are observed which ensure that the member’s voting intention remains confidential. The precise manner of voting is to be determined from time to time by the Executive Board.
mailed” shall be when the member or supporter is notified by IASA of matters at hand by postal, electronic or other means, to be determined by the Executive Board from time to time, which follows reasonable procedures which are intended to ensure that the individual receives the information.
returned” shall be when a member or supporter notifies IASA of a particular matter or issue by postal, electronic or other means, not exceeding those defined in Part 5 Administrative Matters.

4. Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.

5. The Articles and the By-Laws together constitute the governing documents of IASA. In the event of any conflict between the Articles and the By-Laws the Articles will prevail.

6. English is the principal communication language of IASA.

7. The Articles and the By-Laws shall be construed in accordance with the laws of England and Wales.

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LIABILITY OF MEMBERS
8. The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while they are a member or within one year after they cease to be a member, for—
a. payment of the IASA’s debts and liabilities contracted before he ceases to be a member,
b. payment of the costs, charges and expenses of winding up, and
c. adjustment of the rights of the contributories among themselves.


 

PART 3: EXECUTIVE BOARD

9. The Directors of IASA are defined as the Executive Board. The Executive Board shall consist of the President, Past President, three Vice-Presidents, Editor, Secretary-General, Treasurer, and Web Manager.
10. The Immediate Past President of the Association shall remain a member of the Executive Board as of right for one term, and not be subject to election on such occasion.
 

EXECUTIVE BOARD’S POWERS AND RESPONSIBILITIES
 

EXECUTIVE BOARD’S GENERAL AUTHORITY
11. Subject to these articles the Executive Board is responsible for the management of the IASA’s business, for which purpose they may exercise all the powers of IASA.
 

MEMBERS’ RESERVE POWER
12. The members may, by special resolution at the General Assembly, direct the Executive Board to take, or refrain from taking, specified action.
13. No such special resolution invalidates anything which the Executive Board has done before the passing of the resolution.

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EXECUTIVE BOARD MAY DELEGATE
14. Subject to these articles, the Executive Board may delegate any of the powers which are conferred on them under the articles to such person, Committee, Section or Task Force; by such means (including by power of attorney); to such an extent; in relation to such matters; and on such terms and conditions; as they think fit. If the Executive Board so specifies, any such delegation may authorise further delegation of the Executive Board’s powers by any person to whom they are delegated. The Executive Board may revoke any delegation in whole or part, or alter its terms and conditions. Any delegation is to be confirmed by the first General Assembly after the appointment, and will run for the term of the Executive Board which makes the appointment, but can be reaffirmed by every new Executive Board.
 

COMMITTEES, SECTIONS AND TASK FORCES
15. Committees focus on topics that are of common interest to all sound and audiovisual archives and collections. Sections provide a platform for the exchange of information between specific types of archives and collections. Task Forces are charged to deal with specific issues, problems or concerns regarding the purposes of IASA and its members.
16. Committees, Sections and Task Forces must follow procedures which are based as far as they are applicable on those provisions of these articles.
17. The Executive Board may make or approve rules of procedure for all or any Committees, Sections, and Task Forces.
 

Committees
18. The formation and dissolution of a Committee is decided by the General Assembly on the recommendation of the Executive Board. The formation includes the name of the Committee, the subject field, the area of knowledge, or expertise to be covered by the Committee and the name of the Committee's Officers and proponents.
19. The primary aim of a Committee is the advancement of the Association’s purposes within the area of knowledge covered by the Committee. It is a requirement that the Committee's work be disseminated to the IASA membership and beyond.
 

Sections
20. The formation and dissolution of a Section is decided by the General Assembly on the recommendation of the Executive Board. The formation includes the name of the Section, the subject field, the area of knowledge, or expertise to be covered by the Section and the name of the Section's Officers and proponents.
21. The primary aim of a Section is the advancement of the Association’s purposes within the area of knowledge covered by the Section. It is a requirement that the Section's work be disseminated to the IASA membership and beyond.
 

Task Forces
22. The formation of a Task Force is decided by the Executive Board on the initiative of any interested party and includes the name of the Task Force, its size, scope and the name of the group's convener and potential members. Dissolution of a Task Force shall take place either automatically when the defined end of the project has been achieved and a final project report presented to and accepted by the Executive Board, or on the decision of the Executive Board. A Special Task Force may be created by the Executive Board to deal with disciplinary, board initiatives or other matters. Such a Special Task Force may, at the discretion of the Board have a limited membership specified by the Board.

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PUBLICATIONS
23. A periodical of the Association shall be published under the responsibility of the Editor whose editorial policy shall be approved by the Executive Board.
24. Any other publications of the Association require the approval of the Executive Board for both concept and completed work. The Board may delegate this authority to the Editor or other officer.
25. Copyright in all publications of IASA, whether original documents or translations into other languages, whether text, sound or audiovisual, electronic or any other form, is vested in IASA.
26. Permission to reproduce any copyright material, and consent to transfer copyright to another person or organisation, may only be given in writing by the Secretary General.
27. The official logo of IASA may only be used with the written permission of the Secretary General.
 

NATIONAL OR REGIONAL BRANCHES
28. National or regional associations or groups of members of IASA in any country or region may apply to the Executive Board for recognition as a National or Regional Branch of IASA.
29. Applications shall be addressed to the Secretary-General of IASA who shall refer such applications to the Executive Board. The Board shall draw up a proposal to be voted upon by the next General Assembly.
 

EXTERNAL RELATIONS
30. The terms of relationship with other organisations shall be drafted by the Executive Board and submitted to the General Assembly. Approval shall be by a majority of the votes cast.
31. The President, with the approval of the Executive Board, may enrol or withdraw the Association as a member of another organisation. Such memberships must be presented to the following General Assembly of the Association for approval.
32. The Executive Board may appoint a member to represent the Association in its relations with other organisations, the term of the appointment to be at the discretion of the Executive Board.
 

DECISION-MAKING BY THE EXECUTIVE BOARD
33. The Executive Board shall take decisions collectively.
a. A quorum shall consist of at least four Board Members of the Executive Board.
b. Voting shall be by a majority of Board Members at a meeting. It is irrelevant where any Board member is or how they communicate with each other providing all voting can be cast at the time of the meeting whether by direct communication or Proxy Notice.
c. The President shall chair meetings of the Executive Board. In the President’s absence the attending Board Members may nominate a deputy to chair the meeting.
d. The President or his or her deputy shall have a casting vote in the event of a tie.
e. The President and Secretary-General jointly shall be empowered to act in emergencies. Such action shall be subject to earliest possible approval by the Executive Board.
 

CALLING AN EXECUTIVE BOARD MEETING
34. There shall be two meetings of the Executive Board per year, normally at the annual conference and at a time approximately mid-way between annual conferences. It is irrelevant where any Board Member is or how they communicate with each other.
35. Proposed date of meetings shall be decided by the Board.
36. The President and Secretary-General jointly shall be empowered to act in emergencies. Such action shall be subject to earliest possible approval by the Executive Board.
37. Meetings of the Executive Board shall be called by the Secretary-General upon the direction of the President. Upon written request by three members of the Executive Board a meeting must be called. At such meetings no business may be transacted other than that for which the meetings have been called.

PARTICIPATION IN EXECUTIVE BOARD MEETINGS
38. Subject to these articles, Board Members participate in an Executive Board meeting, or part of a Executive Board meeting, when—
a. The meeting has been called and takes place in accordance with the articles,
b. They can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
c. In determining whether members of the Executive Board are participating in a Board meeting, it is irrelevant where any Board Member is or how they communicate with each other.
d. If all Board Members participating in a meeting are not in the same place, one venue may be nominated as the meeting place for the purpose of the minutes.
e. The Secretary General may, on behalf of the board and with the agreement of the President, issue invitations for individuals to address the board on specific matters relating to the agenda.
 

CONFLICTS OF INTEREST
39. If a proposed decision of the Executive Board is concerned with an actual or proposed transaction or arrangement with an organisation or situation in which a Board Member is interested, that Board Member is to declare the conflict and participation in any following discussion will be determined by majority vote of Board Members present.
40. If a question arises at a meeting of the Executive Board or of a committee of Board Members as to the right of a Board member to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chair whose ruling in relation to any Board Member other than the chair is to be final and conclusive.
41. If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the President, the question is to be decided by a decision of the Board Members at that meeting, for which purpose the President is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

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RECORDS OF DECISIONS TO BE KEPT
42. The Secretary-General must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the Executive Board.
 

APPOINTMENT OF THE EXECUTIVE BOARD
43. The Executive Board shall be elected by the members of the Association. Any member in good standing shall be eligible to stand for election.
44. The Executive Board is empowered to fill any vacancies which arise on the Executive Board, the person so appointed to serve only for the unexpired term of the office.
45. The President and Secretary-General shall be empowered to appoint further non- elected and non-voting members of the Board to carry out specific functions as the need arises. Such appointments are to be confirmed by the first General Assembly after the appointment, and will run for the term of the Executive Board which makes the appointment, but can be reaffirmed by every new Executive Board. Such members are responsible to the Executive Board.

TERMINATION OF EXECUTIVE BOARD MEMBER’S APPOINTMENT
46. A person ceases to be a Board Member at the end the term established in the By-Laws or by submitting notification to the Secretary-General that the Board member is resigning from office, and such resignation has taken effect in accordance with its terms.

EXECUTIVE BOARD REMUNERATION
47. Subject to Article 48 Executive Board members shall not be paid for their services as Board Members. Income to the Association will be used solely to further its objects and may not be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any Executive Board member.

EXECUTIVE BOARD EXPENSES
48. Executive Board members may apply to have expenses incurred on behalf of IASA remunerated. Any such expenses shall be subject to prior approval by the Board.


PART 4: MEMBERS AND SUPPORTING CATEGORIES

CLASSES OF MEMBERSHIP

49. Membership in IASA shall be comprised of the following categories:
a. Institutional: shall be available to institutions, organisations, corporations, business enterprises or associations holding sound and/or audiovisual collections or dedicated to the purposes of IASA.
b. Individual: shall be available to persons involved in the work of archives and other institutions, organisations, corporations, business enterprises which hold, manage or preserve sound or audiovisual documents and are dedicated to the purposes of IASA; including persons retired from professional engagement.
c. Honorary: may be awarded by the General Assembly on the recommendation of the Executive Board as a token of meritorious service in the work of sound and audiovisual archives.
d. Sustaining: institutions, organisations, corporations, business enterprises, associations or individuals contributing an additional amount to their annual dues shall be designated as a Sustaining Member.
e. Sponsoring: individuals or institutions may become Sponsoring Members by assuming responsibility for the payment of two or more memberships.

SUPPORTING CATEGORIES
50. The following categories are associated with IASA but do not have membership rights except as specified in the By-Laws.
a. Supporters: shall be available to institutions, organisations, corporations, business enterprises, associations or individuals interested in the work of IASA.
b. Subscribers: shall be available to any institutions, organisations, corporations, business enterprises, associations or individuals. Subscribers are not members of the association.

COMPENSATION AND REMUNERATION
51. Work undertaken as a member or supporter of IASA, whether for Committee, Section, Task Force or any other area of the organization, shall normally be without financial compensation. Exceptionally, a member or supporter may be awarded an Honorarium for work if agreed in advance of the commencement of the work or at the discretion of the Executive Board. Income to the Association will be used solely to further its objects and may not be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member.

 

BECOMING AND CEASING TO BE A MEMBER OR SUPPORTER

APPLICATIONS FOR MEMBERSHIP

52. No person or organization shall become a member or supporter of IASA unless—
a. that person or organisation has completed an application for membership in a form approved by the Executive Boards, and
b. the Secretary-General has approved the application.

NON-DISCRIMINATION
53. No person shall be denied membership because of sex, race, colour, religious belief or lack thereof, political persuasion or national origin.

TERMINATION OF MEMBERSHIP
54. A member or supporter in good standing may terminate membership by notification to the Secretary-General of IASA. If a member or supporter’s dues remain unpaid for a time to be determined by Executive Board, the membership shall be considered to be terminated. Should a member act in a manner that is deemed not be in accordance with IASA`s generally accepted standards of behaviour or a serious contravention of IASA`s Code of Ethics, or conduct materially and seriously prejudicial to the purposes and interests of IASA, termination of membership may follow. Any complaint against a member for the issues outlined above must be made in accordance with the procedure outlined in the By-Laws.

ORGANISATION OF THE GENERAL ASSEMBLY
55. The General Meeting of IASA shall be known as the General Assembly.
56. The General Assembly shall be comprised of those members from all categories who are in attendance at the annual meetings of the association.
57. The General Assembly shall be convened by the Executive Board at least once every year, the exact time and place to be determined by the Executive Board.
58. At the written request of at least 50 per cent of the membership, the Executive Board must convene an extraordinary General Assembly. At such meetings no business may be transacted other than that for which the meetings have been called.

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ATTENDANCE AND SPEAKING AT GENERAL MEETINGS

59. Notice of meetings of the General Assembly and an agenda of the business to be transacted shall be mailed to the members by the Secretary-General not less than two months in advance of the meeting.
60. All members in good standing shall have the right to vote should such opportunities be presented at the meeting.
61. Any member in good standing shall be eligible to exercise the right to speak at the General Assembly by providing notification to the Secretary-General in advance of the meeting.
62. The Executive Board may choose to make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it regardless of where any member is or how they communicate

CHAIRING GENERAL MEETINGS
63. The President shall chair meetings of the General Assembly. In the President’s absence the attending Executive Board members may nominate a deputy to chair the meeting.

ATTENDANCE AND SPEAKING BY EXECUTIVE BOARDS AND NON-MEMBERS
64. Each member of the Executive Board shall report to the General Assembly on their responsibilities.
65. The Executive Board shall determine if a non-member may address the General Assembly.

ADJOURNMENT
66. The President may adjourn a General Assembly if—
a. the meeting consents to an adjournment, or
b. it appears to the President that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
67. The President must adjourn a General Assembly if directed to do so by the meeting.
68. When adjourning a General Assembly, the President of the meeting must—
a. either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Executive Board, and
b. have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
69. No business may be transacted at an adjourned General Assembly which could not properly have been transacted at the meeting if the adjournment had not taken place.
 

VOTING AT GENERAL MEETINGS

VOTING: GENERAL
70. A resolution put to the vote of a General Assembly will generally be decided on a show of hands. In the event that a show of hands is inconclusive in the opinion of the Chair, a poll may be called. Each member is entitled to one vote, except for Institutional Members who each have two votes.

ERRORS AND DISPUTES
71. No objection may be raised to the qualification of any person voting at the General Assembly except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
72. Any such objection must be referred to the President whose decision is final.

CONTENT OF PROXY NOTICES
73. Proxies, whereby a IASA member in good standing requests another member to act in their stead, may only validly be appointed by a notice in writing (a “proxy notice”) to the Secretary-General prior to the specified General Assembly stating the name and address of the member appointing the proxy and identifying the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed.


PART 5 ADMINISTRATIVE ARRANGEMENTS

MEANS OF COMMUNICATION TO BE USED
74. Subject to these articles, anything sent or supplied by or to IASA under the articles may be sent or supplied in any way in which the United Kingdom Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to IASA.
75. Subject to these articles, any notice or document to be sent or supplied to a Board Member in connection with the taking of decisions by the Executive Board may also be sent or supplied by the means by which that Board Member has asked to be sent or supplied with such notices or documents for the time being.
76. A Board Member may agree with IASA that notices or documents sent to that Board Member in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than two weeks.

COMPANY SEAL
77. Any common seal may only be used by the authority of the Executive Board.
78. The Executive Board may decide by what means and in what form any common seal is to be used.
79. Unless otherwise decided by the Executive Board, if IASA’s common seal is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
80. For the purposes of this article, an authorised person is—
a. the President;
b. the Secretary-General; or
c. any person authorised by the Executive Board for the purpose of signing documents to which the common seal is applied.

RIGHT TO INSPECT ACCOUNTS AND OTHER RECORDS
81. Every elected member of the Executive Board shall have the absolute right at any reasonable time to inspect and copy any and all IASA books, records, and documents of every kind, and to inspect the physical properties of IASA. Except as provided by law or authorised by the Executive Board or by resolution of the General Assembly, no person is entitled to inspect any of the IASA’s accounting or other records or documents merely by virtue of being a member or supporter.

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OFFICIAL YEAR
82. The official year of the Association shall be the calendar year.
 

AMENDMENTS
83. The Articles may be amended by a ballot of members entitled to vote. The amendment shall be deemed carried by a two-thirds majority of the votes cast.
84. The By-Laws may be amended by a ballot of members entitled to vote. The amendment shall be deemed carried by a simple majority of the votes cast.
85. A draft of the amendment must be mailed to each member at least three months before the General Assembly at which the amendment(s) is (are) discussed and a recommendation made on a two-thirds majority to submit the amendment(s) to a ballot.

DISSOLUTION AND DISPOSAL OF ASSETS
86. The Dissolution of IASA may be pronounced only with the approval of a two-thirds majority of the votes cast by members in ballot.
87. In the event of dissolution of IASA or of any similar or continuing organization duly authorized by the General Assembly, any money or property shall be given to a non-profit organization or educational institution sharing the purposes of IASA and voted on by the membership.

AUTHORITATIVE LANGUAGE OF THE CONSTITUTION
88. In case of disagreement the English text of the Constitution is authoritative.

EFFECTIVE DATE
89. This Constitution is effective from.
Signature
Explanatory Note

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BY-LAWS OF THE INTERNATIONAL ASSOCIATION OF SOUND AND AUDIOVISUAL ARCHIVES
1. The By-Laws refer to, and should be read in conjunction with, the ARTICLES OF THE INTERNATIONAL ASSOCIATION OF SOUND AND AUDIOVISUAL ARCHIVES
 

DEFINITION OF PURPOSE
2. IASA defines its purpose as-
a. To strengthen the bonds of co-operation between public and private archives or libraries, institutions, businesses, organisations, associations and individuals committed to the preservation of sound and audiovisual documents.
b. To initiate and encourage activities that develop and improve the work of sound and audiovisual collections and, in pursuance of these aims, to co-operate with other organisations in related fields.
c. To study all techniques relevant to the work of sound and audiovisual archives and libraries, institutions, businesses, organisations, associations and individuals which manage, maintain, preserve or provide access to these documents and to disseminate the results of such study worldwide.
d. To encourage the exchange of sound and audiovisual documents within and between all countries and the creation and dissemination of literature and information relating to these documents.
e. To stimulate and further by every means the preservation, documentation and dissemination of all recorded sound and audiovisual collections between all countries, regions, agencies and organisations.
f. To promote, encourage and support the development of best professional standards and practices in all countries, and to disseminate guidance and support.
g. To advocate in support of the world’s sound and audiovisual heritage and to promote its use and raise awareness of its value.


BY-LAWS TO PART 3: EXECUTIVE BOARD
3. Members of the Executive Board will perform the following duties and other duties stipulated elsewhere in the Constitution and By-Laws.
a. The President: to act as chief executive officer of the Association. The President will be responsible for the guidance and direction of IASA during his or her term.
The President will chair the Executive Board, General Assembly and other meetings at other required times. The President is an ex-officio member of all Committees, Sections and Task Forces. The President will represent IASA where required or appropriate.
b. Vice Presidents: to serve as general advisers on Association business. One of the Vice-Presidents or the Past President, on the decision of the Executive Board, to act as the chief executive officer in the event of the President's inability to serve. Moreover, each Vice-President undertakes duties and responsibilities determined in agreement with the Executive Board.
c. Secretary-General: to prepare the agenda and record minutes for Executive Board meetings and General Assemblies, to prepare and co-ordinate annual conferences and inter-conference Executive Board meetings, to maintain communications with Committees and national branch executive Officers, to co-ordinate the work of the secretariat as it affects membership, to attend to correspondence as directed by the President, and to maintain relations with bodies IASA is affiliated to or who may affiliate with IASA.
d. Treasurer: to be responsible for the funds, securities and other financial assets of IASA, to maintain the financial records of IASA, to prepare the annual budget for the approval of the Executive Board, and to keep an accurate record of income and expenditure. The Treasurer will be responsible for all deposits and payments and disbursements on behalf of IASA. The Treasurer will ensure the income or assets of IASA shall not be distributed to, or applied to the benefit of, any private person or organisation other than for matters of IASA business as defined or directed by the Executive Board.
e. Editor: to undertake or oversee the editing and publication of the IASA’s publications.
f. Web Manager: undertake or oversee the development and management of IASA’s website and web presence. In cooperation with the Editor and the Executive Board, to oversee the publication of IASA’s electronic online content. To maintain the functionality of IASA’s web services and technologies and implement developments and systems from time to time as required.
g. Past President: Ex-officio member of the Board with voting rights, to provide continuity and to undertake duties determined in agreement with the Executive Board.

DETERMINING BALLOT PROCEDURES
4. In determining how a vote in a Ballot is to be cast, the Executive Board will take all reasonable steps to ensure that no member of IASA is unreasonably excluded by the process or processes.


BY-LAWS TO COMMITTEES, SECTIONS AND TASK FORCES

COMMITTEES

MEMBERSHIP
5. Members of IASA in good standing are eligible to serve on a Committee. A Committee may develop criteria regarding ongoing membership of that Committee, providing that it does not contravene the articles, is posted and approved by the Committee, and has been endorsed by the Executive Board.

OFFICERS
6. Officers of a Committee shall, as a minimum, consist of a chairperson, a vice-chair and a secretary. The Officers shall be elected by Committee members every three years. The election of the Officers of the Committee shall be endorsed by the Executive Board.
7. The method of casting a vote for the Officers of a Committee will be determined from time to time by the Officers and approved by members of that Committee. Changes in method must be approved by the Executive Board.
8. The results of the election shall then be notified to the Committee and to the Executive Board.

DUTIES
9. The Officers of the Committee will be responsible for the organisation and co-ordination of the work of the Committee, and the development of its programme; that programme to be endorsed by the Executive Board. The Officers will be responsible for, and will inform the Executive Board in a timely manner of the Committee's plans at meetings held during the annual conference. They will report annually to the Executive Board and the General Assembly as directed by the Executive Board. They will report on matters to the membership directed to them by the Secretary-General. They will ensure the timely election of Committee Officers every three years in accordance with the method developed by that Committee and endorsed by the Executive Board. The specific duties of the Officers in a Committee may be further defined by that Committee; that definition to be endorsed by the Executive Board.
10. Committee members must be members in good standing of IASA. Committee members are expected to contribute to the work of the Committee, in the furtherance of the aims of the Committee, and to share their knowledge and experience in good faith. Cooperation between members of a Committee and of the Committee as a whole with other parts of IASA shall follow generally accepted standards of behaviour and communication.
11. Should a member act in a manner that is deemed not be in accordance with IASA`s generally accepted standards of behaviour or that is a serious contravention of IASA`s Code of Ethics or conduct themselves in a manner materially and seriously prejudicial to the purposes and interests of IASA, termination of membership may follow in accordance with the procedure outlined in By-Laws to Procedure to Deal With a Serious Complaint Against a Member or Supporter.
12. The Executive Board may intervene in or suspend the operation of a Committee in the event of repeated breaches of the Constitution and/or instructions from the Executive Board. Such action shall be reported to the next General Assembly by the President who shall set out the reasons for the action. A member of the Committee may reply on behalf of the Committee to refute the reasons given by the Executive Board. In the case of a suspension, the General Assembly shall then vote whether to support the action of the Executive Board or otherwise by a show of hands. If the decision of the Executive Board is supported then the Committee is dissolved; the decision being made by a majority of those voting.

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SECTIONS

MEMBERSHIP
13. Members in good standing are eligible to serve on a Section. A Section may develop criteria regarding ongoing membership of that Section, providing that it does not contravene the articles, is posted and approved by the Section, and has been endorsed by the Executive Board.

OFFICERS
14. Officers of a Section shall, as a minimum, consist of a chairperson, a vice-chair and a secretary. The Officers shall be elected by Section members every three years. The election of the Officers of the Section shall be endorsed by the Executive Board.
15. The method of casting a vote for the Officers of a Section will be determined from time to time by the Officers and approved by members of that Section. Changes in method must be approved by the Executive Board.
16. The results of the election shall then be notified to the Section and to the Executive Board.
 

DUTIES
17. The Officers of the Section will be responsible for the organisation and co-ordination of the work of the Section, and the development of its programme; that programme to be endorsed by the Executive Board. The Officers will be responsible for, and will inform the Executive Board in a timely manner of the Section's plans at meetings held during the annual conference. They will report annually to the Executive Board and the General Assembly as directed by the Executive Board. They will report on matters to the membership directed to them by the Secretary-General. They will ensure the timely election of Section Officers every three years in accordance with the method developed by that Section and endorsed by the Executive Board. The specific duties of the Officers in a Section may be further defined by that Section; that definition to be endorsed by the Executive Board.
18. Section members must be members in good standing of IASA. Section members are expected to contribute to the work of the Section, in the furtherance of the aims of the Section, and to share their knowledge and experience in good faith. Cooperation between members of a Section and of the Section as a whole with other parts of IASA shall follow generally accepted standards of behaviour and communication.
19. Should a member act in a manner that is deemed not be in accordance with IASA`s generally accepted standards of behaviour or that is a serious contravention of IASA`s Code of Ethics or conduct themselves in a manner materially and seriously prejudicial to the purposes and interests of IASA, termination of membership may follow in accordance with the procedure outlined in By-Laws to Procedure to Deal with a Serious Complaint Against a Member of Supporter.
20. The Executive Board may intervene in or suspend the operation of a Section in the event of repeated breaches of the Constitution and/or instructions from the Executive Board. Such action shall be reported to the next General Assembly by the President who shall set out the reasons for the action. A member of the Section may reply on behalf of the Section to refute the reasons given by the Executive Board. In the case of a suspension, the General Assembly shall then vote whether to support the action of the Executive Board or otherwise by a show of hands. If the decision of the Executive Board is supported then the Section is dissolved; the decision being made by a majority of those voting.

TASK FORCES

MEMBERSHIP
21. Members in good standing may apply to serve on a Task Force preferably before project start. Applications must be addressed to the group's convenor. A Task Force is empowered to co-opt experts or specialists if necessary. In the case of the Special Task Force the powers of co-option and membership resides with the Executive Board.

OFFICERS
22. A Task Force is controlled and managed by a convenor. The convenor shall be appointed by the Executive Board and serve at the discretion of the Executive Board. The structure of a Task Force is determined by the convenor and endorsed by the Executive Board.

DUTIES
23. To be responsible for actioning the project as agreed by the Executive Board. To develop and implement a working plan for the project. To inform the Executive Board and the General Assembly on the project progress at the annual conference(s) by written reports; give a final written project report appropriate for distribution as soon as the project is finished.


BY-LAWS TO NATIONAL OR REGIONAL BRANCHES

FORMATION OF A NATIONAL OR REGIONAL BRANCH

24. An association or group of members may apply to the Executive Board to form a National or Regional Branch. Before approval can be considered and put to the General Assembly for ratification, as defined in the Articles, the association or groups of members shall fulfil the following demands:
a. The group of members shall state a wish to be closely related with IASA.
b. The group of members shall state their readiness to refer to the Executive Board of IASA for approval any matters of other than a routine nature which are to be nationally promulgated in IASA's name, and all matters proposed for international circulation.
c. All members shall reside in the same country or region.
d. At the request of the Secretary-General the Branch will designate a representative to participate in part or whole at a meeting of the Executive Board and/or General Assembly.

OPERATION OF A NATIONAL OR A REGIONAL BRANCH
25. Each National or Regional Branch should be constituted in accordance with the applicable laws and regulations of the jurisdictions in which they operate. Any legal, financial or other obligations undertaken by a National or Regional Branch are the responsibility of the Branch itself, not IASA.
26. The Branch shall include a membership of whom at least one-half are also members or supporters of IASA in good standing.
27. Each National or Regional Branch shall
a. Ensure that the chair and 50% of the executive committee of the association or organisation shall be members of IASA
b. Have at least two Officers, one of whom is the chief executive
c. Designate a representative who shall report about the affairs of the Branch in the annual meetings of the Executive Board and the General Assembly of IASA. The representatives of a National or Regional Branch shall be a member of IASA.
28. Each National or Regional Branch may establish and levy its own dues in consultations with IASA. It shall be responsible for its own finances and obligations and operate in accordance with the laws and regulations in its jurisdiction.
29. National or Regional Branches, two-thirds of whose membership are also members of IASA in good standing, shall be able to negotiate with the Executive Board for a financial rebate to assist in the operation of the Branch.
30. Members of a regional branch shall not be entitled to any of the benefits of membership in IASA unless they are members in good standing of IASA.
31. Each National or Regional Branch shall submit to the Executive Board of IASA a copy of its local rules or constitution, which rules or constitution shall be in harmony with the Constitution of IASA.


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BY-LAWS TO THE APPOINTMENT OF THE EXECUTIVE BOARD

METHODS OF APPOINTING THE EXECUTIVE BOARD

NOMINATION
32. Prior to the General Assembly in the year preceding the General Assembly at which the election of Officers is to take place, the Executive Board shall appoint a Nominating Committee of three members. The Nominating Committee shall elect a chair from among its members. Following its appointment the Committee shall canvass the membership requesting nominations for all offices, the nominations to be duly signed by a proposer, a seconder and the nominee. The Nominating Committee may itself seek and propose a candidate(s) for that (those) office(s). Such nomination(s) are to be duly approved by a proposer, a seconder and the nominee. The Committee shall then prepare a slate of all nominations, listing the nominations for each office in alphabetical order. This slate shall be mailed to the membership four months before the date of the election and include instructions on the process for casting the vote as determined by the Executive Board. A member of the nominating committee may not stand for office on the Executive Board in that same term.
33. The President is not eligible for nomination to consecutive terms as President.

ELECTIONS
34. The Chair of the Nominating Committee shall preside over the count of the ballots at the General Assembly and shall not vote except to break a tie in the election of any Officer. The Chair of the Nominating Committee shall determine whether each member casting a vote is entitled to do so. Only members of the Nominating Committee are permitted to access the ballots at the time of the counting.
35. Voting shall be by ballot. Members in good standing should receive the slate four months before the General Assembly at which the election results will be announced. Members of the Association shall cast their vote in a secure form of delivery accepted by the Nominating Committee and determined by the Executive Board. It must be received by the Chair of the Nominating Committee at least one month before the General Assembly.
36. Officers shall be elected by a simple majority of the votes cast by members and the results shall be announced by the Chair of the Nominating Committee at the General Assembly.
37. In the event that there is only one nomination for any office, that nominee shall be deemed elected and the full membership informed before the General Assembly at which the election results will be announced. Otherwise voting shall be by ballot.

TERMS OF OFFICE
38. Officers shall assume office at the end of the General Assembly in which the election is held and shall retire at the end of the General Assembly three years following their election.


BY-LAWS to PART 4: MEMBERS AND SUPPORTING CATEGORIES

INSTITUTIONAL MEMBERS
39. Upon payment of appropriate annual dues, an Institutional Member may designate, by name or office a person, to receive communications. The institution may designate by name an individual to represent the institution at the General Assembly and to vote on its behalf. Institutional Members shall have two votes. Institutional Members may designate up to five individuals, who shall be considered as designated representatives by the institution, who shall be permitted to register as members at the annual conference, hold office on the Executive Board, apply to serve on Committees, Sections and Task Forces, be given access to IASA members-only information and documents, and make recommendations on association business and such other benefits as may be determined by the Executive Board.

INDIVIDUAL MEMBERS
40. Upon payment of appropriate annual dues, an Individual Member shall receive communications, register as members at the annual conference, vote at the General Assembly, hold office on the Executive Board, apply to serve on Committees, Sections and Task Forces, be given access to IASA members-only information and documents, and make recommendations on association business and such other benefits as may be determined by the Executive Board.

HONORARY
41. Individuals awarded Honorary Membership are deemed to have the same benefits as Individual Members.

SPONSORING
42. Individuals or institutions supported by a sponsoring member shall have the same benefits as the membership category for which they are sponsored.

SUSTAINING
43. Sustaining Members upon payment shall receive the same benefits as individuals or organisations but depending on their payment the Executive Board may determine that additional recognition and benefits are appropriate.

44. The Executive Board for such purposes as assigning dues or providing clarity may subdivide a membership category.

SUPPORTERS
45. Upon payment of appropriate annual dues, a supporter shall receive communications, register as a member at the annual conference, and such other benefits as may be determined by the Executive Board. Supporters may not be nominated for election of office or vote.
46. The Executive Board for such purposes as assigning dues or providing clarity may subdivide the supporters’ membership.

SUBSCRIBERS
47. Upon payment of appropriate annual dues, a subscriber shall receive the journal and such other benefits as may be determined by the Executive Board. Subscribers are not members and may not be nominated for election of office or vote.

DUES
48. Proposals for changes in membership dues shall be mailed to each member at least two months before the meeting of the General Assembly at which the proposal will be put to a vote. To become effective, such proposals require a majority of the votes cast by members in attendance at the General Assembly. Any changes in membership dues shall come into effect at a time to be determined by the General Assembly.
49. The dues of all members shall be paid to the Treasurer of the Association.
50. The membership year shall be the calendar year and dues are payable on January 1st.
51. To secure voting privileges at any meeting, dues for the current membership year must be paid before that meeting.
52. If a member's or supporter’s dues remain unpaid for one calendar year, the membership may be considered terminated by the Executive Board, at the discretion of the Executive Board.

APPLICATION FOR MEMBERSHIP
53. Application for membership shall be addressed to the Officer of the Association who is authorised to accept such applications and to determine the appropriate category of membership which may be granted in accordance with Part 4 of the Articles Members and Supporting Categories.


BY-LAWS TO PROCEDURE TO DEAL WITH A SERIOUS COMPLAINT AGAINST A MEMBER OR SUPPORTER

54. This procedure is relevant only to serious complaints as defined in Duties, Committees; Duties, Sections and Duties, Task Forces in the By-Laws. At any point in the following procedure, the Executive Board may decide to proceed or not to proceed with the accusation. Any determination of the Executive Board will be made in good faith, based on all the available information.
a. A complaint or an accusation must be made in writing to the Secretary-General by the complainant. The Secretary General will notify the board of the complaint and provide Board members with all information relating to the complaint.
b. If the Executive Board decides to proceed with the complaint, the Secretary-General will mail the accused member or supporter a copy of the accusation including the name of the accuser. The member or supporter has the right to make reply in writing to the Executive Board within 30 days.
c. At or before its next meeting, the Executive Board will deliberate on the legitimacy of the complaint and the member or supporters’ reply and make a decision on whether the matter will proceed further. The Executive Board may decide to refer the complaint to a Special Task Force to investigate the matter, or may deliberate itself.
d. In the event that a special Task Force is formed to investigate the complaint, that Task Force will report to the Executive Board at the time negotiated by the Executive Board and recommend appropriate action, which may include termination of membership. Such action will be considered by the Executive Board.
e. If the complaint is deemed material, but the termination of membership is not considered appropriate in that instance by the Executive Board, then the matter will be dealt with by the President or the President’s delegated representative on behalf of the Executive Board. The decision of the Executive Board is final.
f. If the decision of the Executive Board is that the complaint is to be proceeded with, and the termination of membership is considered a possibility, then the matter will be referred to the next General Assembly, at which the complainant and the accused in order will have right to address the General Assembly and the matter will be voted on by the members.
g. The decision of the General Assembly is final.


AMENDMENTS TO BY-LAWS
55. Voting shall be by ballot on the recommendation of the General Assembly. Agreed amendments will be mailed to the membership within two months of the General Assembly and include instructions on the process for casting the vote as determined by the Executive Board. The Secretary-General shall conduct the ballot and specify the date for the return of valid votes. Members in good standing shall cast their vote in a secure form determined by the Executive Board. The Secretary-General will access the ballots after the final date for return. Votes will be counted by the Secretary-General and/or his or her nominees and the results forwarded to the Executive Board who will amend the Constitution accordingly. The result will be announced to the membership at the following General Assembly. The Constitutional amendments will take effect from the date of the General Assembly which receives them.