On August 20, 2010, Peter Haas, SPME President, announced that the new revised SPME Bylaws, adopted by the Board of Directors, would go into effect. SPME had last revised its Bylaws in 2007, but with the rapid growth of the organization to nearly 60,000 networked faculty with corresponding expansion of budgets, programs and services, as well as the need for greater transparency in governance, the Bylaws of the organization of the were revisited and revised.
The drafting committee was chaired by Ruth Contreras, University of Vienna and Vienna Natural history Museum, SPME Secretary, Board Member, Co-Editor SPME Faculty Forum and Co-Chair, SPME Austria. Serving on the committee were: Judith Jacobson, Columbia University, Co-Founder, SPME, Vice President for Internal Relations and Co-Chair, SPME-Columbia; Stanley Dubinsky, University of South Carolina, SPME Board of Directors and Ed Beck, Co-Founder, SPME; Past President (2002-2009) and Co-Editor, SPME Faculty Forum. The Bylaws are presented below.
Scholars for Peace in the Middle East, Inc.
Scholars for Peace in the Middle East, Inc. (SPME) is a not-for-profit 501(C)(3) corporation incorporated as a not-for profit charitable organization in the State of Pennsylvania and registered with the United States Internal Revenue Service as a tax-exempt organizations to which contributions are considered tax-deductible from US Federal Tax Filings. As a tax-exempt organization, SPME is bound by the codes of the United States Government, the State of Pennsylvania and any other state in which it has operations or conducts business. Outside the United States, SPME, like other organizations is bound by the laws of the countries in which it functions and in which US Tax-Exemption Status may not apply.
SPME is dedicated to engaging, educating and empowering faculty members and university communities in the United States and throughout the world to support Israel’s right to exist within safe and secure borders at peace with her neighbors and to addressing incidents and expressions of anti-Israel and/or anti Semitic sentiments on campuses throughout the world.
SPME offers educational publications, programs and symposiums to faculty members and students on campus and works with other not-for-profit and charitable groups for lawful purposes.
In accordance with its articles of incorporation and in observance of guidelines currently existing for 501(C)(3) organizations, no part of the net earnings of the organization shall inure the benefit of, or be distributable to its members, trustees, offices or other private individuals, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the mission and lawful activities of the corporation. No substantial part (exceeding legal allowable limits) of the activities of the organization shall be for the purpose of engaging in propaganda or otherwise attempting to influence legislation SPME shall not participate or intervene (by any means including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. Not withstanding any other provision of these bylaws, SPME shall not carry on any other activity not permitted to be carried on: (a) by an organization exempted from federal income tax under Section 501 (c) (3) of the Internal Revenue Service, or corresponding section of any future federal tax code, or (b) by any organization contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Service or corresponding section of any future federal tax code.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(C) (3) of the Internal Revenue Code, or at the corresponding section of any future tax code, or shall be distributed to the federal government or to a state and local government for a public purpose. Any such assets not disposed of shall be disposed by the Court of Common Pleas of the County in which the principal office of SPME is located.
Article I: Name and Offices
Scholars for Peace in the Middle East, Inc. (here to referred to as SPME), is a not-for profit corporation incorporated in the Commonwealth of Pennsylvania and is recognized as a charitable tax-exempt organization with the Internal Revenue Service of the United States. It is also registered with the Bureau of Charitable Organizations of the Commonwealth of Pennsylvania.
The principal office of the corporation in the state of Pennsylvania shall be located in the city of Harrisburg, county of Dauphin. The corporation may have other offices, either within or outside of the state of Pennsylvania, as the Board of Directors may determine or as the affairs of the corporation may require.
Article II: Mission Statement
SPME’s Mission Statement as Adopted by the Board of Directors on June 5, 2008 is found at www.spme.net
Section A: Board of Directors
The Members of the Board of Directors (the “Board”) and the Officers of the corporation are the sole members of the corporation. The following shall serve as Officers of the Board of Directors: President ( a non-voting member of the board, unless serving as an member to fulfill a minimum for a quorum or to break a tie vote of a quorum), a Vice President for Internal Relations, a Vice President for External Relations, Secretary, Treasurer and Immediate Past President and President(s) Emeriti, and such other Members of the Board as may be elected in accordance with the provisions of Article IV.
The Executive Director shall be an ex-officio, non-voting member of the board. The remainder of the Board shall consist of an elected complement of no fewer than 15 members and no greater than 25 members. Board members may have specific duties within the organization, such as serving on or chairing committee, task forces or performing editorial functions or other organizational duties.
All Officers and members of the Board must be annual contributors to SPME. Failure by a member of the Board to contribute to SPME annually may serve as a basis for the removal of that person from the Board by action of the Board.
Nominations to the Board shall be based on academic stature and or service to SPME (e.g. through work with a chapter, committee or task force.)
Section B. Executive Committee of the Board of Directors The Officers of the Corporation shall comprise an Executive Committee of the Board which may also conduct SPME business that is too time-sensitive or otherwise urgent to permit referral to the full Board or for which a quorum is not available. (see Article III Section F4).
Section C. Terms For Members of the Board of Directors Members of the Board of Directors shall serve three-year terms which will be staggered, and may serve up to three consecutive terms with the approval of the Board.
Section D. Responsibilities of the Board of Directors:
1. To support SPME financially
2. To participate in leadership and Network development
3. To serve as liaison between committees, task forces and other operational groups of SPME.
4. To carry out their fiduciary responsibility to monitor and act on the affairs of SPME; and
5) To carry out periodic reviews of the Bylaws and SPME Policies and/or documents..
Section E. Nominations and Elections to the Board of Directors: The immediate Past President shall serve as Nominations and Elections Chair, and with the advice and consent of the Board, shall submit a slate of nominees to the Board with each annual election cycle. Board members and contributors to SPME may nominate candidates for election to Board membership. However, the final decision of the nomination shall be made by the Nominations and Elections Chair, with the advice and consent of the Board. If, for any reason, the Nominations and Elections Chair is not available, this function will be carried out by the President of the corporation.
Section F. Quorum to Conduct Business and Manner of Action:
A majority of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board except as set forth immediately below.
Conduct of Business at meetings of the Board shall be governed by the following requirements
- Roberts Rules of Order shall be followed for the resolution of all actions.
- For the issuance of a statement on behalf of the Board, fifty percent (50%) of the board must participate in the vote and the action must be approved by sixty percent (60%) of votes cast.
- For routine organizational functions of SPME ( including the approval or ratification of contracts entered into by SPME) or any other action not otherwise specified in this Section, fifty percent (50%) of the board must participate in the vote and the action must receive a majority (>50%) of the affirmative vote out of votes cast to be approved.
- In the absence of a quorum for subpart 3 of this Section F, an affirmative vote by seventy five percent (75%) of the Officers may serve in place of a quorum to approve of the action
- The President, a non-voting member of the Board, may vote under the following circumstances:
a. When the President’s presence is necessary and sufficient to constitute a quorum to conduct business or,
b. To resolve a tie vote.
Section G. Meetings of the Board: Meetings of the Board: The Board of Directors shall meet at least once annually and at other times as deemed necessary or appropriate. These meetings may be either in person at a location designated by the proper notice or may be accomplished virtually (by means of telecommunication technology) Any Board member may call a meeting of the board within thirty( 30) days by written notice to all other Board members to conduct business of the corporation. The Officers of the Association may, in the absence of sufficient time or notice conduct a Board meeting if a majority of the Officers are present (or participate telephonically) to conduct routine organizational business as necessary, In the event of any such meeting of Officers, the entire Board must be notified (at least by email) and invited to participate.
Section H. Informal Meetings of the Board: The Officers and the Board may meet as necessary without due notice to discuss routine affairs of SPME, but not take action until a board meeting is called and a quorum, as defined in Section F, is present.
Section I. Vacancies
Any vacancy on the Board and any directorship to be filled, shall be filled by: (1) nomination pursuant to Section E of this Article and (2) approval by a majority vote of a quorum of the Board..
Section J. Compensation
Members of the Board shall not receive salaries for their services. They shall receive reimbursement of expenses incurred in connection with Board-approved work on behalf of SPME, in accordance with SPME’s expense reimbursement policies. Each year, after a review of the annual budget, the Board shall determine its expense reimbursement policies for the coming year and update SPME’s formal policies and procedures accordingly. The officers may make exceptions by majority vote of a quorum of the officers, but must notify the board of such actions and enter them into the minutes of the corporation.
Article IV. Officers
Section A. Identification of Officers.
The Officers of the Corporation shall be a President, a Vice President for Internal Relations, a Vice President for External Relations, Secretary, Treasurer, Immediate Past President and President(s) Emeriti, other Members of the Board as may be elected in accordance with the provisions of this Article.
Section B. Election and Term of Office. The Officers of the corporation shall serve two year terms and be elected by action at a Board of Directors meeting. Each officer shall hold office until his or her successor shall have been elected, unless excused by the Board of Directors.
Section C. Removal. Any officer or official, elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the bests interests of the corporation would be served by the removal of the officer, but such removal shall be without prejudice to the contract rights, if any of the officer so removed.
Section D. Vacancies A vacancy in any office because of death, illness, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section E. President
The President shall be the principal executive officer or the corporation and shall supervise and control all of the business and affairs of the association. The President shall preside at all meetings of the Board of Directors and any Informal Action by the Board (Article III Section H) The President may sign, with the secretary or any other officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing or execution shall be expressly delegated by the Board of Directors or by the bylaws or statutes to some other officer of the corporation.
Section F. Vice Presidents
The Vice Presidents shall perform their functions as stipulated in Article III A. Furthermore, in the absence of the President or in the event of the President’s inability or refusal to act, the Vice President ( or in the event there be more than one Vice President, the Vice President in the order of their election, or if they be elected at the same time, then both of them acting jointly and in the event of a deadlock between them the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as may be assigned by the President or by the Board of Directors.
The Vice President of External Relations is responsible for working with the President, and Executive Director on issues of Development, Alliances and Partnerships, Co-Sponsorships and interorganizational relations. The Vice President for Internal Relations is responsible for working with the President and Executive Director, on issues of Chapter and Membership Development and Relations, Policies and Procedures, Governance and other organizational issues internally.
Section G. Treasurer
The Treasurer shall have charge and be responsible for all funds and other assets of the corporation; receive and give receipts of moneys due and payable to the corporation from any source, make payments on behalf of the corporation and deposit all receipts of moneys in the name of the corporation in such banks, trust companies, foundations or other depositories as shall be selected by the Board of Directors and in general perform all the duties incident to the office of Treasurer and other such duties as may be assigned by the President or Board of Directors. The Treasurer will be responsible for working with the Executive and Administrative Staff and Officers of SPME to make sure all the appropriate local, state and national filings with the appropriate governmental bodies are filed as required by law.
Section H. Secretary
The Secretary shall keep the minutes of all the meetings and records of any votes of the Board of Directors; see that all notices are given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and contracts copies, the execution of which by the Secretary on behalf of the corporation is authorized in accordance with the provisions of these Bylaws; keep, to the extent reasonably feasible, a register of the post office address and email address of each member of the Board of Directors which shall be furnished to the secretary by the member and in general perform all duties incident to the office of secretary and such other duties which may be assigned by the President or Board of Directors.
Section I. Immediate Past President and President(s) Emeriti
The immediate Past President and President(s) Emeriti serve as Officers of the Corporation and may serve such functions as approved by the other Officers in the form of special assignments for the corporation, on committees, task forces, leadership development and other functions of the association and to lend their knowledge of corporate mission and procedures to the Officers, the Board and other SPME functionaries. The Immediate Past President will serve as Nomination and Elections Chair (Article III Section E).
Section J. Executive Director
The Executive Director is hired by the Board of Directors. The Executive Director shall have day-to-day responsibilities for the corporation, in accordance with the provisions of the contract of employment between the Executive Director and SPME, including carrying out the corporation’s mission and policies and developing resources to execute them. The Executive Director shall attend all Board Meetings, unless requested by Board members present not to do so. The Executive Director shall regularly report on the progress of the corporation, answer questions of the Board members and carry out the duties described in the job description contained in any written contract duly approved by the Officers of the corporation. The Officers, with the advice and consent of the Board of Directors, can assign other duties as necessary, as well as hire other staff members. The Executive Director may hire such other staff (employees or independent contractors) as shall be duly approved by the Officers, with the advice and consent of the Board of Directors. While the Executive Director serves ex-officio to the Officers group and Board of Directors, the Executive Director is a non-voting member of either the Officers or Board of Directors (Article III, Section A). The Executive Director may not sign contracts, letters of agreement or other documents on behalf of the corporation unless specifically authorized by the Officers of the Corporation and/or the Board of Directors.
Article V: Honorary Board of Advisors:
The Board of Directors may, in its discretion, create an Honorary Board of Advisors which will be charged with helping SPME sustain its mission. Such advisors shall provide support and consultation to SPME’s officers and Board of Directors. Honorary Board Advisors may be nominated by the Nominations and Election Chair and shall be approved by the Board for staggering three year terms and could serve up to three consecutive terms with the approval of the Board of Directors. Advisors would be nominated on the basis of their fiscal commitment to SPME and/or their academic or community stature and their willingness to be available for consultation.
Article VI: Members, Network Participants: Contributing and Non-Contributing
Section A. Membership: The sole members of SPME are the Officers and Board of Directors of the corporation (Article III, Section A)
Section B. Network: SPME has established a network ( the “Network”) consisting of individuals whose names have been entered into the SPME database because they made contact with SPME, signed SPME petitions or letters, have made contributions to SPME or have signed up to receive the Faculty Forum, the official publication of SPME. Names and contact information in the said database shall be confidential and is not to be provided to any other individual, group of individuals or organization outside of SPME without the person’s written permission except as required by law or as approved by a duly authorize resolution of the Board of Directors
Section C: Contributions: The Board will establish an annual contribution guideline for the Network to be announced no later than 60 days before the beginning of the annual fiscal year. The Board may determine it necessary to conduct special solicitations in addition to annual solicitations. All contributors shall be given a letter acknowledging their contribution to SPME for tax usage to be administered by the Executive Director and signed jointly by the President of the Corporation and Executive Director. Contributors from outside the US receive this letter as well, which can serve as evidence of having given to a US tax-exempt organization. Contributors who may need specific forms to be filled out eligibility for tax deductions from other countries should submit them with instructions in English to fill out to and send to the Director of Administrative Services at the addressed published on the website. While SPME does not guarantee tax deductibility of contributions for foreign contributors, it may work with contributors to fill out any forms necessary for them to file.
Section D. Network Participants: SPME shall have two categories of Network Participants:
1. Non-contributing Network Participants: Individuals who have not contributed at least the minimum amount specified by the Board for the current fiscal year may receive the SPME Faculty Forum, but enjoy no other participant privileges and may not serve on an SPME committee or task force or as a chapter coordinator without specific approval by the Board.
2. Contributing Network Participants: Individuals who have contributed at least the annual minimal amount established by the Board will receive the SPME Faculty Forum and are eligible for nomination to serve on the Board of Directors, as chapter chairs and on SPME’s committees and task forces. They may also be asked and authorized by an Officer or Board to perform other functions within SPME’s organizational structure.
Section E. Conditions of Organizational Participation: Members and Network Participants who actions or behaviors are determined by action of the Board to be contrary to the mission of SPME may be asked to leave SPME or dropped from the database.
Article VI: Committees and Task Forces:
Section A Committees: The Board of Directors shall establish committees to work with the Officers and/or the Board on specific operational functions of SPME which would be considered standing committees of SPME. These would be considered standing committees of the organization. The Board may also decide to form ad hoc non-standing committees for specific functions or durations. The following shall be the established standing committees of SPME
1. Development Committee, whose function shall be to establish a plan of development and to work with the Officers and professional staff to identify sources of funding and strategies to insure the fiscal integrity of SPME.
2. Program Committee, whose function shall be to plan and prioritize projects and conferences for consideration by the SPME Board of Directors for implementation consistent with the mission of the organization.
3. Nominations and Elections Committee whose function shall be to work with the Nominations and Elections Chair (i.e., the past president) to identify and recommend candidates for Board membership and Honorary Board of Advisors, should one be established.
4. By-Laws Committee, whose function shall be to examine the by-laws at least once a year to consider making suggestions for additions or revisions to these By-laws to the Board when circumstances reasonably merit.
5. Personnel Committee whose function shall be to work with the Officers of the corporation and the board to evaluate and make personnel (i.e. employees and other staff) recommendations.
Any committees of SPME, whether standing or non-standing, shall have no authority to set policy for, or make any actions on behalf of SPME, unless the Board has specifically delegated such authority to a committee pursuant to resolution duly adopted by the Board or unless such policy or action has been approved and ratified by the Board.
Section B Task Forces: The Board of Directors may establish and maintain Task Forces to address certain substantive issues or problems which may arise that are relevant to SPME’s mission. These Task Forces may include but are not limited to:
1. Task Force on Medicine and Public Health whose function shall be to monitor and respond to articles, books and journals in the medical or public health literature that express anti-Israel or anti-Semitic biases.
2. Legal Task Force whose function shall be to examine legal ramifications within academic settings of anti-Israel and/or anti-Semitic incidents or reported remarks by academics on colleges and university campuses.
3. Task Force on Boycotts, Divestment and Sanctions (BDS whose function shall be to monitor direct or indirect academically focused anti-Israel and/or anti-Semitic BDS activities around the world and to work with local faculty, constituencies of the campus community and/or officials to develop effective strategies to address these issues.
4. Task Force on Humanities whose function shall be to monitor and respond to articles, books and journals in the Humanities that express anti-Israel or anti-Semitic biases
Committees and Task Forces must conform to the published and distributed Rules for SPME Entities, which are available on the SPME Website and may be periodically reviewed by the Board of Directors.
Article VII: Chapters:
Section A. SPME encourages the formation of Chapters to initiate, conduct and co-sponsor programs on campus or in a community that is consistent with and serves SPME’s mission.
Section B.SPME Chapters may be formed to serve and represent:
1. An individual college or university which may be designated SPME- [Name of Institution]
2. Several colleges and/or university in a region which may be designated SPME- [Name of Region or Unit Designation].
3. A geographical region or country designated SPME-[ Name of Region or Country].
Section C. To form a chapter, three or more SPME contributing Network faculty participants to serve as a steering committee, at least one of which is willing to serve as coordinator and liaison with the SPME Board, must identify themselves to the SPME Vice President for Internal Relations and define the institutional or regional scope of designation and the agenda of the proposed chapter entity, which must be in compliance with the SPME Rules for Entities.
Section D Chapters formed outside of the United States must be in compliance with US laws and the laws of the countries in which they are established or chartered, with the understanding that SPME serves as the umbrella organization for non-US chapters as well. SPME shall not be deemed or authorized to have indemnified or otherwise become liable for acts or omissions of any chapter unless such authorization has been approved pursuant to a resolution duly adopted by the board.
Article VIII Contracts, Checks, Deposits and Funds
Section A. Contracts
The Board of Directors shall approve all contracts entered into on behalf of the corporation following and will designate the President or other officer or agent approved by the Board to sign the contract and to execute and deliver any instrument in the name of and on behalf of the corporation.
Section B. Checks, Drafts, Etc.
All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation, unless otherwise determined by the Officers, shall be signed by the Treasurer.
Section C. Deposits
All funds of the corporation shall be deposited to the credit of the corporation in the banks, trust companies, foundations or other depositories as the Board of Directors may select. Officers of the corporation shall receive regular statements from all banks, trust companies, foundations and other depositories as are issued by those institutions.
Section D. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or general purposes. Gifts for any special purposes determined by the Officers to be at possible variance with SPME’s mission must be approved by the Board of Directors.
Article IX. Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep any minutes or other records of the proceedings of the Board of Directors, Committees and Task Forces having any authority of the Board of Directors. The corporation shall main a record giving the names and addresses of the members of the corporation, to the extent establishing and maintaining such a record is reasonably feasible. All books and records of the corporation may be inspected by any member of the Board of Directors at any time or by any contributor, or his agent or attorney for any proper propose at any reasonable time upon written request to SPME’s President and approval by the Officers.
Article X Fiscal Year
The fiscal year of the corporation shall begin on July 1 and end on the following June 30 each year.
Article XI: Bylaws of the Corporation
The Bylaws of the Corporation shall remain in effect until they are altered, amended or repealed, and new bylaws may be adopted by a duly approved action of the Board of Directors. Proposed amendments to the bylaws must be submitted sixty (60) days before a scheduled meeting and must be approved a majority of the voting quorum of the Board of Directors as defined by Article III Section F. 4. Any amendments to the Bylaws will be effective as of the final vote of the Board of Directors or at such other time as designated in the amendment and shall be published in the SPME Faculty Forum. The Bylaws may be published and distributed annually by the Secretary of the Association or such other officer as is designated by the Board or SPME’s President to all members of the Board of Directors, Committee and Task Force Chairs, Staff and other approved functionaries in SPME.
Adopted by the SPME Board of Directors (Date)
Certificate of Secretary
The undersigned, duly elected Secretary of Scholars for Peace in the Middle East, Inc. a Pennsylvania Corporation, hereby certifies that the forgoing is a full true and correct copy of the Bylaws of the corporation with all the amendments to date of this Certificate as duly approved by the Board of Directors of the corporation.
WITNESS the signature of the undersigned on this ___20__ day of _August____, 2010.
Ruth Lichtenberg-Contreras, Ph.D.