2025 REFERENDUM: UPDATED ASA BYLAWS
Member Vote: April 1 – May 15, 2025, via Simply Voting (Concurrent with the 2025 Board of Directors Elections)
Referendum FAQS
Q: Why is ASA holding this referendum?
A: The ASA has not comprehensively reviewed and updated its Bylaws in 40 years. Many of the current Bylaws were written and approved in two referendums in 1985 and 1988. ASA’s last referendum was in 2008, which successfully amended part of the Bylaws to allow for electronic voting. The 2025 referendum is intended to fully update the ASA Bylaws to meet current state and federal laws governing 501c3 non-profits. Any changes to the Bylaws must be made in accordance with ASA’s referendum policy (Policies & Procedures Section X). After months of careful work in consultation with legal counsel, the Board of Directors approved the proposed bylaws and holding a referendum during its December 11, 2024 Board Meeting in Chicago.
Q: Which parts of the Bylaws are being amended?
A: Every part is being amended. ASA’s current Bylaws contain circuitous language and pro forma legalese that no longer meets legal standards. The proposed Bylaws use clear, direct language with the goal of creating greater transparency while meeting current legal requirements.
Q: How can I find a copy of the proposed Bylaws?
A: They are copied below and can be distributed via this link: https://africanstudies.org/asa-news/2025-asa-bylaws-referendum/
Q: Is my vote important?
A: YES! For ASA to better reflect current realities and to ensure fulfillment of the Internal Revenue Service Governance Requirements for Non-Profit Organizations, members must vote.
Q: What percentage of the vote is needed to amend the Bylaws?
A: A “yes” vote from a majority of the returned ballots is required to amend the Bylaws.
Q: When and how can I cast my vote?
A: The referendum will open with the 2025 Board of Directors election on April 1 and close May 15, 2025. To vote in both, you must be a current ASA member. Members will receive an email from Simply Voting with voting instructions. Members will have the chance to vote for the Board of Directors and the Bylaws referendum on the same ballot.
Q: How will I find out the results of the referendum?
A: Within three business days of the referendum, ASA will post the results online and share them with members via email. Please check africanstudies.org and your inbox at that time.
AFRICAN STUDIES ASSOCIATION PROPOSED BYLAWS
ARTICLE I. Purpose
The African Studies Association, Inc., hereafter the Association, is incorporated for the purpose of supporting and furthering African studies through the production and dissemination of knowledge.
ARTICLE II. Members
Any person who is interested in African studies may become a Member of the Association upon application and payment of dues. Any member whose dues are in arrears shall be dropped from the roll. Members who have been dropped may be reinstated at any time by the payment of one year’s dues. Members shall have the right to vote for elected Directors of the Association and on such other matters as are presented to the membership. Members shall receive such periodicals and notices as the Association shall from time to time distribute. Only members in good standing shall have the right to vote or hold office in the Association.
ARTICLE III. Board of Directors
Section 1: The Board of Directors shall consist of not less than three (3) nor more than twenty-one (21) persons.
Section 2: The Board of Directors shall meet twice annually.
Section 3: The Board of Directors shall conduct the business, manage the property, and care for the general interests of the Association. The Board of Directors shall fix the amount of dues and the date on which any change of dues becomes effective. It may appoint such committees as it deems necessary. The Board of Directors shall call an annual meeting of the Association at a place and time it deems appropriate. It shall report to the membership on its deliberations and actions through the publications and at the business meeting.
Section 4: To transact necessary business between meetings of the Board of Directors, there shall be an Executive Committee composed of the President, Vice President, Past President, Treasurer, and committee chairs.
Section 5: At all meetings of the Board, the presence of two-thirds of the Directors shall be necessary and sufficient to constitute a quorum except as otherwise provided by law.
Section 6: Any Director or the entire Board of Directors may be removed, with or without cause, by a majority vote of current association members. Any board member may resign at any time.
ARTICLE IV. Officers
Section 1. The officers of the Association shall be a President, who shall serve as Chairperson of the Board, a Vice President, Past President, an Executive Director, and a Treasurer, and such other officers as the Board of Directors deems necessary from time to time for the proper operation of the Association.
Section 2: At the end of the Vice President’s term of office, the outgoing Vice President shall automatically assume the office of President at the annual business meeting. If the office of Vice President is vacant or if the Vice President should decline to serve as President, the President shall be elected in accordance with the procedures outlined in Article V.
Section 3: The Vice President shall be elected annually by the Members in accordance with the same procedures required for the election of Directors outlined in Article V.
Section 4: At the end of the President’s term of office, the outgoing President shall automatically assume the office of Past President at the annual business meeting. If the office of President is vacant or if the President should decline to serve as Past President, the Past President shall be elected in accordance with the procedures outlined in Article V.
Section 5: The Executive Director shall be the chief executive officer of the Association. It shall be their duty, under the direction of the Board of Directors, to oversee the affairs of the Association, to have responsibility for the continuing operations of the Association, to supervise the work of its committees, to assist in the formulation of policies and projects for submission to the Board of Directors, to execute instructions of the Board of Directors, sign contracts bonds, or other authorized instruments, to maintain accurate records of assets, liabilities, and transactions, and to perform such other duties as prescribed in Policies and Procedures and determined by the Board of Directors.
Section 6: The Board of Directors shall appoint a Treasurer and shall determine their length of service and compensation, if any. The Treasurer shall be responsible for oversight of the Executive Director in the custody of the funds of the Association, and the maintenance of accurate and adequate records of the assets, liabilities, and transactions of the Association. In general, they shall perform all the duties incident to the office of Treasurer and other duties as may from time to time be assigned by the Board of Directors. If the office of the Treasurer is vacant due to removal or resignation, a Treasurer will be appointed in accordance with these bylaws and Policies and Procedures.
ARTICLE V: Elections
Section 1: All Directors are either elected or appointed in accordance with these bylaws and Policies and Procedures.
Section 2: The Directors shall be elected annually from among the Members, in three (3) groups so that the terms of only one such group shall expire each year. A Director shall be elected to serve until the third ensuing annual business meeting following the Director’s election. Appointed Directors or those elected to special designation seats may serve other term lengths in accordance with these bylaws and Policies and Procedures.
Section 3: The Nominating Committee shall nominate at least one (1) but not more than three (3) candidates, who shall be members of the Association, for each vacancy for the office of Director.
Section 4: The candidate receiving the highest number of votes for each vacancy shall be elected. In the event of a tie vote, the Elections Committee shall hold a run-off election.
Section 5: The Board of Directors may fill any vacancy caused by death, removal, or resignation in its own membership or in the membership of any elected committee by designating (1) one of its own members, (2) a past Director, or (3) a recently elected incoming member to serve ad interim until replaced by a member elected in accordance with customary procedures at the next practicable annual election.
ARTICLE VI. Meetings
Section 1: Notice of meetings including special meetings or business meetings, shall be served no less than ten nor more than 60 days before the meeting.
Section 2: Notice of the two annual Board of Directors meetings shall be served no less than thirty days before the meeting.
Section 3: At any voting meetings of the Members the presence in person of 20% of the Members shall be necessary and sufficient to constitute a quorum, except as otherwise provided by law. No proxy may be voted at any such meeting.
ARTICLE VII. Committees
Section 1: The Board of Directors may, at its discretion and according to its Policies and Procedures, constitute and appoint standing or ad hoc committees. Members of such committees that are not Directors may serve as consultants to the Board of Directors but may not vote at Board meetings.
Section 2: The Board of Directors defines the duties of all standing and ad hoc committees. The Executive Director is an ex-officio member of such committees.
Section 3. Each Committee shall keep regular minutes of its meetings and report the same to the Board upon request. Two-thirds of the members of any committee may constitute a quorum, and committees may establish their own rules of procedure and hold their meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors.
ARTICLE VIII. Finances
Section 1: The Board of Directors is legally responsible for the financial well-being of the Association. The Board will approve a budget for the coming fiscal year at its annual fall meeting.
Section 2: The fiscal year of the Association shall end on December 31 of each year.
Section 3: No loan shall be contracted on behalf of the Association unless authorized by the Board.
Section 4: Association funds shall be deposited in and dispersed from such banks, trust companies, or other depositories selected by the Board of Directors, and in accordance with the Policies & Procedures. The Board of Directors may select to delegate this power, including the signing of checks and delivery of payments on behalf of the Association, to any employee or officer as a regular duty or temporary responsibility during periods of transition.
ARTICLE IX. Indemnification
Unless expressly prohibited by law, any person made a party to any action, suit, or proceeding by reason of the fact that he or she is or was a director, officer, or employee or agent of the Association or of any corporation which they served as such at the request of the Association, shall be indemnified by the Association to the fullest extent provided by law.
ARTICLE X. Amendments
Amendments to these bylaws may be proposed by: (1) the Board of Directors, (2) petition to the Board of Directors of 20% or more members in good standing. The Board of Directors is responsible for the review of any proposed amendments, their lawfulness and proposal in good faith. Any approved amendment proposal shall be reported to the membership with clear pros and cons, if appropriate, and shall be included in the next Directors election or a special amendment vote. Any amendment receiving a plurality of the votes cast in the election shall be considered adopted. The bylaws shall be posted publicly on the Association’s website.
