Revised and Adopted May 20, 2018
- The vision of the Alliance is a secular world where public policy, scientific inquiry, and education are not influenced by religious beliefs, but based upon sound reasoning, rationality and evidence, and where individuals who lack religious beliefs enjoy free speech, freedom of association and freedom to participate openly in public life.
- The mission of the Alliance is to (i) support atheist/freethought organizations around the world by assisting them with local campaigns, outreach, secular education projects, coaching and promoting interactions among these groups; (ii) defend atheists from exclusion, persecution and threats to their lives.
- The Alliance is legally established in the State of California, USA, and is subject to the relevant laws and regulations of that state.
- Any doubt that may arise as to the interpretation of these Bylaws shall be resolved by the Board, subject to appeal by Members.
- Any Director may propose an amendment to the Bylaws. Such a proposal must state the specific new language proposed, indicate the old language to be modified or replaced, and be accompanied by a statement of the reasons for the proposed changes.
- To be effective, amendments to the Bylaws must be passed by at least a Two-Thirds Majority of votes cast by the Directors.
- In these Bylaws:
“Board” means the body consisting of the Officers and the other Directors as elected in accordance with these Bylaws.
“Director” means a member of the Board and includes Officers.
“First Past the Post” means a voting system in which the nominees with the highest number of votes are elected.
“Officer” means a Director who is the President, Vice President, Treasurer or Secretary and any other position held by a Director that is deemed to be such by the Board.
“Simple Majority” means more than half of all votes cast (not counting abstaining or neutral votes).
“Two-Thirds Majority” means the votes cast in favor must be at least twice the number of the votes cast against (not counting abstaining or neutral votes).
- There are two classes of membership of the Alliance – Affiliate Members and Individual Members.
- Affiliate Membership is open to any organization, from anywhere in the world that subscribes to AAI’s Vision and Mission, is a recognized group within the atheist /agnostic/humanist/freethought community and operates in an ethical and democratic manner.
- Individual Membership is open to any person throughout the world who subscribes to the Vision and Mission of the Alliance. Individuals may join the Alliance independently of any Affiliate Member.
- There may be various classes of Individual Membership and Affiliate Membership as the Board may from time-to-time determine.
- The Board can suspend or revoke any Membership if it judges that the Member concerned has failed to meet the relevant Membership criteria, or if it considers that the Member’s activities are incompatible with the best interests of the Alliance as a whole.
- The Board shall set annual Membership fees for each category of membership, which must be paid in full within 60 days of receipt of an invoice by the Member. The Board may waive or reduce fees for any organization at any class of membership if it is satisfied that the group suffers financial hardship and its membership would be of benefit to the Alliance.
- Any Member whose annual fees (as adjusted for any waiver or reduction by the Board) have not been paid on time may not recommend a person to stand for election to the Board and may have their membership suspended or revoked by the Board.
- Any Member wishing to terminate their Membership can do so by notifying the Secretary in writing of their intention and the effective date of the termination.
Board of Directors
- AAI is managed by a Board of Directors that is responsive to Members. The Board has full executive authority and responsibility for day-to-day operations and activities of the Alliance subject to compliance with the provisions of these Bylaws.
- The Board will comprise a minimum of four Directors and a maximum of 13 Directors.
- The Board will include at least four Officers – President, Vice President, Treasurer, and Secretary.
- The Board may create or abolish Officer positions from time to time as it deems appropriate.
- The President of the Alliance shall be the chairperson of meetings and the Board. In the absence of the President, the Vice President shall so act. If at any meeting, neither the President nor the Vice President is present, the Directors present must choose an alternative chairperson for the meeting.
- The Board may meet and otherwise dispatch its business and regulate its meetings as it sees fit, but must hold at least six scheduled meetings per year to which all Directors are invited. Meetings of the Board may include in-person meetings, teleconferences, video conferences or other formats as the Board chooses.
- Only Board Members are eligible to vote at Board Meetings.
- No business shall be transacted at Board Meetings unless a quorum is present. A quorum shall consist of the minimum whole number of Directors that is more than half the number of Directors.
- Meetings of the Board may be called by the President, Secretary or any two Directors.
- The business of the Board shall be decided by a Simple Majority. Where there is an equality of votes, the chairperson shall have a second or casting vote.
- At least one Board Meeting per year will be announced as open to Individual and Affiliate Members for their input.
- The Board may delegate any of its powers to committees consisting of its members as it thinks fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed upon it by the Board.
- Only the President and any other persons specifically designated by the Board as the President’s agents for this purpose, may communicate or purport to communicate officially on behalf of the Alliance.
Election of Directors
- Any person nominated by any Board Member may be considered for election as a Director. An Affiliate Member may recommend a person to the board and Individual Members may recommend themselves. The board reserves the right to define and carry out a selection process upon all proposed candidates.
- All Members will be given reasonable notice of any upcoming Director election and a reasonable opportunity to recommend candidates for the available positions.
- The election of Directors will take place at a Board Meeting.
- The Board will elect Directors as needed to fill vacant roles and to fill new roles as determined by the Board provided the total number of Directors doesn’t exceed a maximum of 13.
- Directors shall serve a term of two years and are eligible for re-election when their term expires.
- New Directors will serve a probationary period of three months to ensure they have fulfilled the requirements of the role in an adequate manner. During the probationary period, the Director will meet periodically with designated Board Members to evaluate their performance. At the end of the probationary period the Board may declare the probation is successfully completed. Otherwise, the Board may either continue the probationary period or remove the new Director from the Board.
- All Directors will be subject to a performance review at least annually, or whenever a Director’s performance gives rise to concern. Performance reviews shall be carried out by the Board.
- Based on the performance review, a Director who is deemed deficient in meeting their responsibilities on the Board may be required to step down if a motion to do so is approved by a Simple Majority of the Board.
- A Director who is required to step down by the Board has the right to appeal the decision.
Election of Officers
- Elections of Officers will be conducted at the discretion of the Board.
- If only one person is nominated for any Officer position, then Directors will cast a vote for or against that person. A candidate will only be elected if a Simple Majority of the votes cast are in favor of the election. If the candidate is not elected, additional nominations may be tendered and a further vote undertaken.
- If more than one person is nominated for any Officer position then Directors will vote for each such person on a First Past the Post basis. In the event that no candidate achieves an absolute majority from such vote, then all but the two candidates who received the most votes will be eliminated, and a second round of voting undertaken, with the candidate who then achieves a Simple Majority of votes in favor elected. In the event of an equality of votes between the two final candidates, the Board President shall have an additional or casting vote.
- The Board shall cause proper accounts to be kept, showing: all money received and expended by the Alliance; all sales and purchases of goods and services by the Alliance; and the assets and liabilities of the Alliance. The accounts shall be such as are necessary to give a true and fair view of the state of the Alliance’s affairs and to explain its transactions.
- The Alliance’s financial year shall end on 31 December.
- Each Director of the Alliance shall be indemnified by the Alliance against any claim against them, provided that the act committed or omission made by such Directors that led to such claim arose out of the Director’s lawful discharge of their duties for and on behalf of the Alliance.
- The Alliance will pay the costs and expenses incurred by the Director or for which that Director is liable for (as reasonably evidenced by such Director) that arise from a claim as set out in clause 43.