Adopted March 5, 1983

Revised March 1988, October 1990, March 1996, November 2017, November 2023

ARTICLE I. Name

The name of this organization shall be the Southeast Regional Middle East and Islamic Studies Society, hereafter referred to as SERMEISS.

ARTICLE II. Incorporation

Section A. SERMEISS is incorporated in the State of Delaware, 254 Chapman Road, Suite 208, Number 10741, Newark, DE 19702, EIN 92-1908195, effective January 23, 2023 as a non- profit corporation qualifying as an exempt organization under 501(c)(3) of the Internal Revenue Code.

Section B. The activities of SERMEISS shall abide by the Articles of Incorporation (SR 20230222357 #7253549). The Articles of Incorporation shall take precedence in the event of any conflict with this document.

ARTICLE III. Mission and Purpose

Section A. Mission: The mission of SERMEISS shall be to promote the understanding of the Middle East and Islam.

Section B. Purposes:

1. SERMEISS provides opportunities for individuals in the southeast region of the United States to network and share common concerns, experiences, and activities.

2. SERMEISS shall promote and disseminate information and materials solely for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and shall not seek to propagate any specific religious or political viewpoints of any kind but shall seek to advance scholarly knowledge and to improve inter-cultural understanding.

ARTICLE IV. Membership

Section A. Initiation of Membership:

1. A Full Member of SERMEISS shall be any individual who:

a. Is a specialist or non-specialist educator, including graduate students, and other individuals whose professional activities actively engage the Middle East and Islam, and who,

b. Resides in one of the following states: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, or West Virginia, and who,

c. Pays the annual dues set by the Executive Board.

2. An Associate Member shall be any individual who does not meet the professional and/or residential requirements of Full Membership and who pays the annual dues set by the Executive Board.

3. An Institutional Member shall be any educational institution or center located in one of the states listed in Article IV, Section A.1.b and that pays the annual dues set by the Executive Board.

4. A Corporate Member shall be any corporate entity that pays the annual dues set by the Executive Board.

Section B. Validation of Membership: For the purpose of ascertaining membership for each Annual Election or any special election, the Executive Director shall prepare a list to include the names of those who have met all membership requirements as of December 31 of each year.

Article V. Executive Board (“Board”)

Section A. Board Authority: The Board holds executive authority for the business and affairs of SERMEISS and shall perform, in addition to specific responsibilities designated elsewhere in these Bylaws, all functions necessary to fulfill the mission and goals of SERMEISS.

Section B. Composition of the Board:

1. The elected Board shall consist of a President and no fewer than four (4) Members at Large, all of whom must be Full Members, the immediate past president, and an appointed Program Chair. The Executive Director is an ex officio, non-voting member of the Board.

2. Any Board member may resign at any time.

3. The Board shall fill any vacancies occurring among the Board members, and such replacement shall serve until the next Annual Election.

Section C. Term of Office:

1. The terms of elected Board members shall be two (2) years, except those members elected to fill vacancies, whose terms shall be for the remainder of the term of the member who ceased to serve.

2. Terms of elected Board members shall be staggered so that half, including the President, shall be elected every-other year.

3. No elected member of the Board shall serve more than two consecutive two-year terms, including an unexpired term, unless approved to do so by a majority of Board members.

Section D. Election:

1. Nomination of Candidates:

a. A slate of candidates shall be prepared by the Board. The Board shall present, whenever possible, at least two (2) candidates for President and each Board opening, and shall endeavor to nominate candidates who can contribute to the diversity of the Board in terms of identity, professional field, and state of residence.

b. Additional candidates may be nominated by petition of at least three (3) Full Members, with said petition being presented to the Board at least two (2) weeks in advance of the Annual Election.

2. Annual Election:

a. The Annual Election shall be held on a date determined by the Board.

b. The Board shall announce the date of the Annual Election and its initial slate of candidates at least four (4) weeks in advance of the election and shall announce the final slate of candidates at least one (1) week in advance of the election.

c. Ballots shall be distributed and cast according to procedures determined by the Board.

d. Only Full Members may vote in Annual Elections. 3. Election:

a. The President shall be elected by a plurality of the votes cast.

b. The top vote getters equal to the number of seats to be elected shall be elected Members at Large.

Section E. Responsibilities of Board Members:

1. President. The President shall prepare the agenda for and preside over each meeting and, with the agreement of the Board, appoint, discharge, and fix the compensation of all employees and agents of SERMEISS.

2. Immediate Past President. The Immediate Past President shall:

a. In the absence or disability of the President, exercise the powers and perform the duties of the President, and

b. Assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board.

3. Program Chair. The Program Chair shall prepare the program for the Annual Meeting and such other meetings or conferences that shall be convened by the Board.

4. Members at Large. Members at Large shall perform such duties as shall be prescribed by the Board.

5. Indemnification. The SERMEISS Board may, following a favorable vote by the majority of Board Members, agree to indemnify and defend its Board Members, Program Chair, Executive Director, and other individuals who may be appointed by the Board to act on its behalf from and against liability, loss, cost, or expense arising out of or related to SERMEISS’s activities.

Section F. Meetings:

1. The Board shall convene an Annual Meeting of the Membership at a location and date determined by the Board and may convene additional meetings as it sees fit.

2. Special meetings of the Board may be called by:

a. At least two (2) of the elected Members at Large, or

b. A petition of at least 20% of the Full Members, or

c. The President, Executive Director, or Program Chair.

3. The quorum for decisions at all Board meetings shall be a simple majority of the Board’s voting members.

4. All Board decisions shall be by a simple majority of Board members present and voting.

5. All Board meetings shall be open, except when the Board convenes an executive session.

6. When it deems necessary, the Board shall submit projects and expenditures for discussion and approval to the Membership.

Section G. Committees: The Board is empowered to create such standing and ad hoc committees as it deems necessary to implement the mission and goals of SERMEISS, and to appoint members to serve on those committees.

Section H. Fiscal Year: The fiscal year of SERMEISS shall be the calendar year.

Article VI. Executive Director

Section A. The Board shall appoint an Executive Director who serves at the discretion of the Board.

Section B. Responsibilities: The Executive Director is the Chief Administrative Officer of SERMEISS and responsible for the following:

1. Keeping the minutes of all Board meetings;

2. Attending to the correspondence of SERMEISS;

3. Validating membership and maintaining membership records;

4. Conducting elections;

5. Preparing an annual budget;

6. Preparing a budget for the annual meeting, to be approved by the President;

7. Care and custody of and responsibility for all funds and securities in the name of SERMEISS in such banks or other financial services as the Board directs;

8. Providing an annual report of SERMEISS’s finances;

9. Negotiating contracts, providing such contracts have approval from the Board; 10. Submitting all required annual state and federal regulatory forms.

Article VII. Dissolution

Section A. The dissolution of SERMEISS shall be approved by a two-thirds vote in favor with at least forty percent of the Full Members casting ballots.

Section B. Disposition of Assets:

1. Upon dissolution of SERMEISS, the Board shall, after paying or making provision for the payment of all of the liabilities of SERMEISS, dispose of the assets of SERMEISS in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) 3 of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), as the Board shall determine.

2. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which SERMEISS is incorporated at the time of dissolution, for such purposes or to such organization or organizations, as said court shall determine.

ARTICLE VIII. Amendment of the Bylaws.

Section A. Amendments to the Bylaws may be proposed by any member of the Board or by petition to the Board by any three (3) Full Members.

Section B. Amendments shall be submitted to Full Members for a vote and will be approved with a majority voting in favor.

Last updated: 11/11/2023