AAI Bylaws - 2009

Written by Atheist Alliance | 13 July 2010

BYLAWS of ATHEIST ALLIANCE INTERNATIONAL
Adopted 1991 September 8
As amended through 2009 March

Article 1: Introduction

1.1 Name. The name of this corporation is Atheist Alliance International (hereinafter called "Alliance").

1.2 Purpose. The Alliance is organized to promote the formation of strong atheist groups and to democratically coordinate the activities of autonomous self-governing democratic atheist societies, each of which is organized to:

1.2.1 Education. Educate its members and the general public about:

(a) the nature and vital importance of separation of governments and religions; and

(b) the intellectual validity and the individual and social values of atheism, and the rejection of all forms of supernaturalism.

1.2.2 Advocacy. Protect the constitutional and civil rights of atheists as members of a free and open society.

1.2.3 Community. Foster friendly relations with atheist groups in countries around the world to broaden the scope, meaning, and understanding and influence of atheism.

1.3 Business Office. The Board of Directors (hereinafter called "Board") shall: (a) establish and publicize an address for the Alliance's business office; and(b) maintain a registered agent in the State of California.

Article 2: Member Societies

2.1 General

2.1.1 Categories. The Alliance shall have two categories of Member Societies: Full and Associate.

2.1.2 Requirements. All organizations accepted as Member Societies shall:

(a)       Be atheistic.

(b)      Operate in an ethical manner.

(c)       Have a purpose consistent with the goals of AAI.

2.2 Additional Qualifications for Full Member Society Status.

2.2.1 Qualifications. To qualify for Full Member Society status, an organization must:

(a) Have been in existence at least three months.

(b) Operate democratically.

(d) Submit contact information to the Alliance for at least two of its current officers, leaders, or representatives.

(e) Hold elections for its governing body at least every four years.

(f) Require a minimum of eight members to participate in the election process of the organization’s leadership each election cycle.

2.3 Application for Full Membership.

2.3.1 Documentation. A society seeking full membership in the Alliance shall submit:

(a) a copy of its Bylaws;

(b) a list of its current officers (name, title, home address, home phone, and email address);

(d) information on when the first meeting was held to organize, and the current frequency and location of meetings.

2.3.2 Acceptance. These documents shall be reviewed for technical compliance as prescribed in the Operations Manual. The President shall note the results of the review and recommend to the AAI Council whether the Society should be accepted. In addition to the qualifications noted above, the AAI Council may consider any other information it deems relevant. At the beginning of the Council's deliberations, the Board shall be made aware of the name and location of the group applying for membership. Board members shall have 10 days to submit relevant comments and recommendations to the Council. After those 10 days, the AAI Council shall vote on acceptance of the society as a Full Member Society. The President shall immediately inform the Society of the results of the voting.

2.4 Obligations of Member Societies to the Alliance

2.4.1 Annual Dues. The annual dues required from each Full Member Society are payable by January 31 and shall be considered delinquent if not paid within ninety (90) days or at the annual Board meeting, whichever comes first. A Full Member Society that is delinquent in its dues is not allowed a vote in Board decisions. However, it is allowed to participate in all Board discussions.

(Note: The Board on April 2, 1999 adopted this policy: "Dues of Member Societies shall be zero from this date forward . . . Each Member Society is strongly encouraged to publish in its Newsletter annually: one advertisement for donations as a fund-raiser to the Atheist Alliance, and one advertisement for subscriptions to Secular Nation, with both advertisements being supplied by AAI." Sec. 2.4.1 was not repealed, making it possible for a future Board to change the policy on dues. This note is for information only and is not a part of the Bylaws.)

2.4.2 Current Bylaws. Each Full Member Society shall keep on file with the Alliance a copy of its current bylaws and shall send to the Secretary of the Alliance or her designate a new copy whenever those bylaws are changed or updated.

2.4.3 Current Officers. Each Full Member Society shall keep on file with the Alliance the contact information of at least two of its current officers, leaders, or representatives and shall send to the Secretary of the Alliance or her designate new contact information whenever that information changes.

2.4.4 Communication with the Alliance. Each Full Member Society shall respond at least once per year to any AAI inquiries sent to each Member Society.

2.5 Associate Member Societies. Atheist societies that seek a less formal affiliation with the Alliance may become Associate Member Societies if their structure and activities conform to the purposes of the Alliance. Associate Member Societies are exempt from the obligations required of Full Member Societies. The Alliance shall maintain communications with Associate Member Societies to further the cause of atheism worldwide.

2.5.1 Obligations of Associate Member Societies to the Alliance.

(a) Have at least one current officer, leader, or representative whose contact information is provided to the Alliance.

2.6 Obligations of the Alliance to Member Societies.

2.6.1 Determination of Membership Category.

2.6.1.1 The AAI Council or AAI Board shall decide which membership category a group may be admitted to, and admit or reject a group’s application.

2.6.2 Benefits to Member Societies.

2.6.2.1 The Alliance shall provide to Member Societies:(a) A current roster of the Member Societies, showing for each its mailing address and the name, address and phone of its officers.(b) A periodic magazine with news of Alliance activities.(c) An annual financial report.(d) Assistance, financially and otherwise, as needed, in hosting the annual Atheist Alliance convention.(e) Assistance, where possible, in the growth of new Member Societies.(f) A national presence through media contacts, internet and television.

2.7 Change of Membership Status

2.7.1 By a Society. A Member Society may terminate its membership in the Alliance by letter giving the reasons and at least 30 days advance notice of the effective date of the termination.

2.7.2 By the Alliance.

2.7.2.1 The Alliance may terminate membership of a Member Society for any of the following reasons:

(a) Failure of the Member Society to pay its annual dues to the Alliance under the schedule prescribed by the Board.

(b) Engaging in activities that are adverse to or discredit the Alliance and/or the atheist movement:

(d) Losing its atheistic orientation.

(e) Materially falsifying its application or supporting materials.

(f) Member society is defunct.

2.7.2.2 Procedures for Removal of an Active Organization:

(a) Any Director may present evidence of conduct described above. Additionally, anyone may present such evidence to the Council if he or she is a member, recent member, or applicant rejected for membership in the group in question.

(b) The Council will investigate and recommend action as prescribed in the Operations Manual.

(d) Any punitive action short of termination will be decided by a simple majority of the Board.

(e) Termination of a group requires a 2/3 vote of those member societies voting over a 60-day period. Debate will be limited to the thirty days and in accordance with the prevailing rules of debate at that time.

2.7.2.3 Procedures for Removal of a Defunct Organization:

(a) A member organization that has no method of contact may be brought to the Council for termination.

(b) The President will appoint a person or small committee who will attempt to contact both current and previous officers to determine if the organization exists.

(c) If no contact can be made with the organization, or if the previous officers provide details that the organization no longer exists, then this information will be brought back to the AAI Council.

(d) The AAI Council will bring this issue to the AAI Board for more information, in case an AAI Board member might have knowledge that this organization exists. AAI Board members shall have 10 days to respond to the Council.

(e) If following the 10 days of Board comment, there is still no information available that this organization exists, the AAI Council may vote to terminate the status of the group as a member society using a 2/3 majority of the AAI Council.

(f) If, within 6 months of termination, it can be proven that the group actually still does exist, they shall be automatically reinstated as a Member Society, provided they still meet the requirements of being a Member Society. After 6 months from the date of termination, they would need to apply as a new Member Society.

2.7.2.4 Full Member Societies that have been identified to be deficient in any of the requirements for Full Member Society membership shall be notified of the deficiency and shall be given a reasonable amount of time, not to exceed three months, to correct the deficiency. If the deficiency persists beyond the time allotted to remedy it, the Full Member Society will be notified that they have been recategorized as an Associate Member Society until they provide evidence that they again meet all requirements for Full Member Society membership.

Article 3: Individual Members

3.1 Qualifications. Individual atheists may join the Alliance independently of a Member Society. The Board shall establish application and termination procedures, membership fees, benefits and obligations.

3.2 Classes. The Board may establish several classes of individual memberships for the purpose of increasing financial support for the Alliance, offer inducements to encourage such support, and provide tangible evidence of individual memberships.

3.3 Participation. The Board may adopt policies concerning separate meetings at annual conventions for individual members to meet together separately for discussions and selection of their representative to participate in meetings of the Board.

Article 4: Board of Directors

4.1 Composition of the Board. All Full Member Societies shall be entitled to have voting representation on the AAI Board of Directors, with one vote. A Full Member Society may, at its discretion, designate a maximum of two of its members to serve as Co-Directors, each with a half-vote if both are present. If only one is present, that Director has a full vote. Directors serve at the pleasure of the Member Society that elected them.

4.2 Board Meetings. 4.2.1 Annual In-Person Board Meeting. (a) The Board shall hold an annual in-person meeting at the time and place of the Alliance annual convention, or at a convenient location selected by the President with the approval of the Board. (b) If the designated representative of a Member Society is unable to attend that meeting, the Member Society may choose any other of its members as its representative to cast its vote; a single person may not represent more than two Member Societies. (c) A quorum for the transaction of business consists of 80% of those Directors who have officially registered in advance to attend the meeting. 4.2.2 Other Board Meetings. (a) Other Board meetings may be held by e-mail, US mail, or telephone conference call, with participation by a Director constituting personal presence at the meeting. (b) If a Director is unavailable to vote during any period, because of absence or other reasonable cause, he or she may designate another member of the Member Society to vote for that Society during a specified period of time, by advising the President of this temporary authorization. (c) On issues requiring a vote, the President shall submit the issue by e-mail for a vote, with a voting deadline as specified in the Operations Manual. (d) A quorum for voting on that issue consists of the number of Directors who vote by the time deadline prescribed in the Operations Manual.

4.3 Powers and Responsibilities of the Board. 4.3.1 The Board shall approve the terms of any long-term confederations, cooperatives, or affiliations in which the Alliance is involved. 4.3.2 The Board shall adopt a budget for each fiscal year. The budget shall describe the activity program for the year and estimate the required expenses to implement the program. The budget shall prescribe the revenues required to finance the expenditure program. 4.3.3 The Board may terminate a Member Society's membership for cause. 4.3.4 The Board shall review and approve either the appointment or removal by the President of an administrator employed by the Alliance, and shall establish the compensation and working conditions of the administrator and all subordinate staff.

Article 5: Officers

5.1 Election of Officers. At its annual meeting, the Board shall elect the following officers: (a) a President.(b) a Vice-President.(c) a Secretary.(d) a Treasurer.(e) any additional officers for whom the Operations Manual: (i) establishes the position, (ii) describes the position's powers and responsibilities, and (iii) requires election by the Board. 5.1.1 Eligibility. Any member of a Member Society, regardless of whether she or he is a Director, is eligible for election as an officer. Such eligibility shall continue in effect until the following annual meeting. An officer who is not also a Director may speak at Board meetings but may neither introduce nor vote on motions. No one whose Member Society is delinquent in its dues can be elected to an officer position. 5.1.2 Terms of Office and Vacancies. The officers shall serve until the next annual meeting. If a vacancy occurs in one of the officer positions, the Board shall fill the unexpired term by majority vote.

5.2 Duties of President. The President shall: (a) serve as the chief executive officer of the Alliance.(b) preside at Board meetings or appoint another person to preside.(c) make all appointments not otherwise provided for.(d) direct the activities of the Alliance as authorized by the Board.(e) present an annual report to the Board.(f) appoint and remove any Administrator employed by the Alliance, subject to the approval of the Board.

5.3 Duties of Vice-President. The Vice-President shall perform the duties of the President whenever the President cannot do so. In addition, the Vice-President shall perform such continuing duties as may be specified in the Operations Manual.

5.4 Duties of Secretary. The Secretary shall maintain a current copy of the Articles of Incorporation, Bylaws, and Operations Manual; the Minutes of Board meetings; the Roster of Member Societies; and other records as instructed by the President.

5.5 Duties of Treasurer. The Treasurer shall receive, disburse, and account for all funds of the Alliance, as required by law and by orders of the Board. The Treasurer shall: (a) deposit Alliance funds in a safe depository approved by the AAI Council.(b) receive subscription payments for and maintain the mailing list of the Alliance magazine.(c) have custody of and maintain all records relating to finance.(d) prepare financial and other reports required by governmental agencies.

Article 6: AAI Council

6.1 Composition of the AAI Council. The President, Vice-President, Secretary, and Treasurer shall automatically be Council members, unless they choose not to serve on the AAI Council. The President, Vice-President, Secretary, and Treasurer shall announce their intentions regarding service on the AAI Council before the election of those offices. There shall be n additional at-large Council members elected by the Board, where n shall be specified annually by the Board in the Operations Manual. 6.1.1 There shall be a minimum of 5 at-large members of the Council and a maximum not to exceed 15% of the total number of Member Societies.

6.2 Election of Council Members. 6.2.1 Eligibility.(a) Any member of a Member Society, regardless of whether he or she is a Director, is eligible for election as a Council member. Such eligibility shall continue in effect throughout the Council member's entire term of office.(b) No one whose Member Society is delinquent in its dues may be elected as a Council member.(c) No more than 2 persons from the same Member Society may serve simultaneously as at-large Council members. 6.2.2 Election Procedures. Any Director or officer may nominate a candidate for Council member. At each annual meeting, the Board shall use a preferential ballot to rank the nominees for Council member. If the n candidates receiving the most votes are all from the same country, the candidate who has received the most votes who is from outside that country will occupy the nth seat on the Council. If no such candidate exists, the candidate getting the nth most votes will be seated. The top n candidates who obtain a majority vote shall become Council members. 6.2.3 Tie-Breaking Provisions. In the event of a tie during the preferential rank ordering, preference shall be given to candidates in the following sequence:(a) Candidates from Member Societies located outside the United States.(b) Candidates from Member Societies that do not already have a Council member.(c) Candidates for whom a high card is drawn at random in the presence of at least 3 impartial election tellers. Aces are high. 6.2.4 Terms of Office. Council member s shall serve 1-year terms, until the annual meeting following their election. 6.2.5 Vacancies. If a vacancy occurs in the AAI Council, the Board will elect replacement AAI Council members.

6.3 Meetings. AAI Council Meetings may be held by remote means as determined by the Operations Manual. A quorum for voting on any motion consists of the number of Council members who vote by the time deadline prescribed in the Operations Manual.

6.4 Powers and Responsibilities. 6.4.1 The AAI Council shall review and may approve applications by atheist organizations to become Member Societies. 6.4.2 The AAI Council shall periodically report to the Board on its activities.

Article 7: Finance

7.1 Annual Accounting Period. The fiscal year begins on May 1 and ends on April 30.

7.2 Compensation. Directors, officers, and Council members serve without compensation by the Alliance, but they may be reimbursed for expenses incurred in performing their duties if funds are available and are included in the budget.

7.3 Appropriations by the Council. The Council may appropriate funds not exceeding the lesser of $1,000.00 or 125% of the budget item established by the Board without action by the Board in advance.

Article 8: Authority

8.1 Hierarchy of Documents. The Alliance shall be governed, in descending order of authority, by:

(a) the laws of the land.

(b) legally binding contracts to which it is a party.

(c) these Bylaws, which constitute the basic document describing the purpose and organizational structure of the Alliance.

(d) the Operations Manual, which codifies the policies and administrative procedures of the Alliance.

(e) Robert's Rules of Order, Newly Revised.

8.2 Actions.

8.2.1 Board of Directors. The Board is empowered to take any action that the Alliance may legally take unless these Bylaws specifically grant that authority to an officer or the AAI Council. The Board may by majority vote overrule any action of the AAI Council except an action that only the AAI Council may take. 8.2.2 AAI Council. The AAI Council is empowered to take any action that the Alliance may legally take unless these Bylaws specifically grant that authority to an officer or the Board. The AAI Council may not reverse or infringe upon an action of the Board. 8.2.3 Shared. The Board and the AAI Council shall share responsibility for determining the program of activities to be undertaken by the Alliance.

8.3 Spokespersons. The President shall appoint individuals who will serve as official spokespersons for the Alliance. Each such person shall be designated a Vice-President for Communications. No person shall communicate with the media, public, or officials of any organization (public, private, or political) on behalf of the Alliance unless so designated. No person may act as a spokesperson for the Alliance while using an alias.

Article 9: Amendment of Operations Manual

9.1 By the Board. The Operations Manual may be amended by majority vote of the Board.

9.2 By the AAI Council. The Operations Manual may be amended by majority vote of the AAI Council. However, it may not delete or amend a provision of the Operations Manual enacted by the Board unless the Board has specifically authorized such action.

9.3 By the Secretary.

9.3.1 If the Secretary believes that an action taken by the Board or the AAI Council is of continuing effect, he or she may amend the Operations Manual to reflect that policy, and the amendment shall take effect 30 days after the Secretary notifies the Board and the AAI Council of it. Either the Board or the AAI Council may, during that 30 days, direct the Secretary to proceed otherwise.

9.3.2 The Secretary is empowered to rearrange, renumber, and retitle the Operations Manual as he or she deems fit to provide for grouping of related items under a common title, consistent terminology, parallel structure, and ease of use.

Article 10: Amendment of Bylaws

10.1 Substantive Amendments.

10.1.1 Substantive amendments are those that affect the structure of the organization, powers, duties, requirements or methods of operation.

10.1.2 These require approval of a 2/3 vote of the Board.

10.2 Technical Amendments.

10.2.1 Technical amendments are those that affect only spelling, grammar, punctuation, parallel structure, consistent usage, or the numbering or titling of the various parts of the Bylaws or cross-references therein.

10.2.2 These require approval of a majority of the Board.

10.3 Proposing Amendments.

10.3.1 Any Director may propose to the Board an amendment of the Bylaws. Such proposal must state the specific new language proposed, indicate the old language to be modified or replaced, and provide a full explanation of the reasons for the proposed changes.

10.3.2 Such proposal shall be submitted to the Board for voting.

10.4 Voting on Amendments.

10.4.1 Voting at Annual In-Person Meeting. When considering a Bylaws amendment at an annual in-person meeting, the Board's vote counts in the final tally of votes, if it achieves the required 2/3 or majority standard of the meeting's quorum. The Board shall then continue and conclude the voting process by submitting it, under quorum rules of Sec. 4.2.2, to the Directors of Member Societies which were not represented at the annual in-person meeting. The combined result of the two votes determines whether the amendment is adopted.

10.4.2 Voting at On-Line Meeting. When considering a Bylaw amendment at an on-line meeting, amendment should follow the rules in the Operations Manual for presentation and discussion. The Board's vote requires a 60-day period of voting.