Statutes of the International Society for Arabic Papyrology
Be it known that, the undersigned, being over the age of eighteen years (the “incorporator”), in order to form a corporation pursuant to the provisions of Title 15A of the New Jersey Statutes Annotated, does hereby certify:
Article I. Name. The name of this organization shall be the International Society for Arabic Papyrology, Inc. (ISAP).
Article II. Purposes. ISAP is an organization which seeks to encourage scholarship and foster communication about Arabic papyrology and related subjects. It shall promote the dissemination of information about work in progress, new discoveries and new results, organize periodic conferences addressing various aspects of Arabic papyrology and related fields, facilitate full access to and the rapid publication of source materials, identify priorities for research and seek to facilitate such projects, etc. The society shall be organized and operated exclusively for charitable and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986 as amended or corresponding provisions of future law (the “Code”).
Article III. Powers. Subject to the provisions of these Articles, the organization shall have full power and authority to perform any lawful acts and to exercise any rights not otherwise limited by law. Without limiting the generality of the foregoing, the organization shall have all rights and powers of any incorporated organization under the laws of the State of New Jersey.
Article IV. Membership. ISAP is open to all who are interested in Arabic papyrology. The Board of Directors may admit at its discretion as regular members all those who have completed a membership application and paid the required dues.
The membership of ISAP shall be divided into the following classes:
1. Regular members — Persons who pay the annual dues set by the Board of Directors;
2. Student members — Persons who present evidence that they are students regularly enrolled in an institution of higher learning and who pay a reduced annual fee;
3. Special members — Persons whose annual dues are reduced by the Board of Directors for special reasons.
Article V. Officers. Full management and control of the affairs of this organization is vested in the Board of Directors of ISAP, whose number, term and method of election is set forth in the By-Laws. The names and addresses of the persons who shall serve on the first Board of Directors until their successors are elected are:
Petra M. Sijpesteijn 94 Mercer Street #3, Jersey City, NJ 07302, U.S.A.
Lennart Sundelin 25 Longspur Drive, Wilmington, DE 19808, U.S.A.
Georg Schmelz Institut für Papyrologie, University of Heidelberg, Grabengasse 3-5, 69117 Heidelberg, Germany
Andreas Kaplony Institute of Oriental Studies, University of Zurich, Wiesenstrasse 9, CH-8008, Zurich, Switzerland
Adam Sabra Department of History, Western Michigan University, Kalamazoo, MI 49008, U.S.A.
Article VI. Address. The address of ISAP’s initial registered office is the Department of Near Eastern Studies, 110 Jones Hall, Princeton University, Princeton, New Jersey 08544 and the name of ISAP’s initial registered agent at such address is Petra M. Sijpesteijn.
Article VII. Financial Limit. No part of the net earnings of ISAP shall inure to the benefit of, or be distributable to, any member, officer, director or any other private person. All of the assets and net earnings of ISAP shall be used to further ISAP’s purpose.
Article VIII. Political Activity. No substantial part of the activities of this organization shall be the carrying of propaganda or otherwise attempting to influence legislation, and this organization shall not participate in or intervene in (including the publishing and distribution of statements) any political campaign on behalf of or against any candidate for public office.
Article IX. General Limits. The organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United Sates Internal Revenue Law).
Article X. Indemnification of Officers and Directors. ISAP may indemnify every corporate agent as defined in and to the full extent permitted by Section 15A:3-4 of New Jersey Statutes Annotated and otherwise permitted by law.
Article XI. Dissolution. In the event that ISAP is dissolved, its net assets shall be distributed to a non-profit organization if such an organization shall at the time qualify as an exempt organization under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Article XII. Amendments. This Constitution may be amended by a 2/3’s vote of the Board of Directors. Proposals for changes in the Constitution must be submitted in writing to a Secretary/Treasurer at least three weeks before the Business Meeting at which they are to be considered.
Adopted and effective on the twentieth day of August, 2002.
Petra M. Sijpesteijn
Article I. Meetings. The general meeting of ISAP in the form of a conference on Arabic papyrology shall be held every two years, the precise time and place to be determined by the Board of Directors. A Business Meeting will be held at each regular conference. At these biennial Business Meetings a minimum of three members of the Board of Directors shall constitute a quorum.
Article II. Membership. The annual membership fee will be set every two years by a majority vote of the Board of Directors with a reduced rate for students and any other categories of members for which the Board deems it appropriate. The annual membership fee is due as of April 1st of each year, but can also be paid for two years at the biennial meetings.
All members shall have the right:
1. to attend the sessions of the biennial business meeting of ISAP;
2. to receive one copy of all issues of ISAP’s newsletter (Bardiyyat) as they are published;
3. to purchase from ISAP back numbers of ISAP’s newsletter;
4. to subscribe to the e-mail discussion list maintained by ISAP.
Article III. Finance. The fiscal year of ISAP shall be from April 1st to March 31st. Receipts from dues, income from investments not designated for specific purposes, interest on bank accounts, and all other receipts not designated for specific purposes shall be placed in a General Account available for appropriations to the annual budget.
Article IV. Officers.
1. Honorary Officers: Senior scholars who have distinguished themselves in their teaching and research in the field of Arabic papyrology or related fields will be invited by the Board of Directors to sit on the ISAP Oversight Committee. Their task is to advise the Board of Directors on all matters for which the Board solicits their help.
2. Executive Officers: Board of Directors.
2.1 Numbers. The Board of Directors shall be composed of five members: President, Secretary/Treasurer (North America), Secretary/Treasurer (Europe-Middle East), and two General Members.
2.2 Terms. The executive officers will serve for terms of four years, but the elections will be staggered so that only two or three new officers are elected at any given biennial meeting. There is no limitation on consecutive terms.
2.3 Appointment. There shall be a nominating committee appointed by a majority of the Board of Directors which shall submit a slate of candidates for the vacant positions at the biennial Business Meeting at which elections for the Board shall take place. At its discretion, the Board may allow proxy voting.
2.4 Removal. Members of the Board of Directors may be removed from office by the vote of four-fifths of the Board or by a petition signed by 51% of the current membership. The majority of the remaining Board of Directors may appoint an individual to fill the vacant position on the Board until the next biennial meeting and general election.
2.5 Powers. The Board of Directors shall have all powers and authority necessary for the management of the business property and affairs of ISAP to do such lawful acts and things as it deems proper and appropriate to promote the objectives and purposes of the organization. The Board shall approve an annual budget which may be revised by the Board during the fiscal year. It shall appoint the delegates of ISAP and all members of committees whose election is not otherwise provided for in the Constitution and By-Laws. It may appoint such new committees and delegates as are necessary and may grant them such authority as is required to further the purposes of the ISAP.
2.6 Regular Meetings of the Board of Directors. The Board of Directors shall meet within the seven day period immediately preceding the biennial Business Meeting of ISAP and may hold other meetings as it deems necessary.
2.7 Special Meetings of the Board of Directors. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by any three of the Directors. Such meetings shall be held upon not less than three days notice given personally or by telephone or electronic communication, facsimile, or upon less than ten days notice given by depositing notice in the United States mails, postage prepaid. Such notice shall specify the time and place of the meeting.
2.8 Waivers of Notice of Board of Directors Meetings. Notice of a meeting need not be given to any Director who signs a waiver of notice, whether before or after the meeting or who attends the meeting without protesting prior to the conclusion of the meeting the lack of notice to such Directors of such meetings. Neither the business to be transacted nor the purposes of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
2.9 Action Without Meeting. The Board of Directors or any committee of the Board of Directors may act without a meeting if, prior or subsequent to such action, each Director or committee member shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the meeting.
2.10 Meeting by Telephone. The Board of Directors or a committee of the Board of Directors may participate in a meeting of the Board of Directors, or such committee by means of a telephone conference call or any other means of communications by which all persons participating in the meeting are able to hear each other.
2.11 Quorum. In meetings of the Board of Directors, a majority of the Board of Directors, shall constitute a quorum of the Board of Directors for the transaction of business. The act of the majority of the Directors at a which a quorum is present shall be the act of the Board of Directors (except that the act of 2/3’s of the entire Board of Directors shall be required with respect to any amendment to these By-Laws or the Articles of Incorporation). In the event of a tie vote during a Board of Directors Meeting, the President’s vote will break the tie.
Article IV. Duties Board of Directors.
1. The President shall be the chief executive officer of the organization and shall chair the annual meeting and all Board meetings.
2. The two Secretary/Treasurers shall have charge of the records and general correspondence of ISAP, keep the membership lists, collect dues, and shall be custodians of all funds of ISAP for his/her region. At the biennial Business Meeting they shall submit a report covering the actions of the Board of Directors since the previous meeting. The Secretary/Treasurer (North-America) shall file an annual report in the office of the Secretary of the State of New Jersey.
3. The general members shall be responsible to advise and assist the President and Secretary/Treasurers with all Board business, as delegated by the President. One of the general members will be appointed to oversee publication of the newsletter.
Article V. Amendments. These By-Laws may be amended by a 2/3’s vote of the Board of Directors. Proposals for changes in the By-Laws must be submitted in writing to a Secretary/Treasurer at least three weeks before the Business Meeting at which they are to be considered.
Adopted and effective on the twentieth day of August, 2002.
Petra M. Sijpesteijn