Preamble
This institution shall be known as the American Romanian Academy of Arts and Sciences, duly incorporated in the State of California as a non-profit tax-exempt organization. It is organized in conformity with the pertinent laws and regulations of the state wherein it is incorporated and the United States of America.
1. Purpose and the Character of the Academy
Art. 1 The American Romanian Academy of Arts and Sciences (henceforth denominated as ARA or the Academy) is a scholarly institution dedicated to the analysis, study and dissemination of Romanian contributions and accomplishments. To enhance these efforts, ARA combines Western and Romanian intellectual traditions, encourages communications and serves as a point d’appui in the Western World for Romanian academics and intellectuals.
a. ARA is an institution organized and operated exclusively for scientific, literary and educational purpose. No part of its activities is carrying on propaganda, attempting to influence legislation, participating in any political campaign on behalf of any candidate for public office or engaging in any other practices which would disqualify its exemption from taxation as defined in 26 USCS 501(c)3.
b. ARA is a democratic institution pursuing its goals toward free discussion among its members and electing its officers by secret ballot. ARA only cooperates with other institutions that operate with similar transparency and aspire to similar goals. Nevertheless, ARA is not a political institution and does not as such endorse other organization.
c. Officers and members are encouraged to engage in political activities and assume political positions not using or invoking the name of the Academy in any way what so ever.
Art. 2 In order to achieve its goals, ARA is determined to preserve its independence and will not be subordinate to other institutions. This does not prescribe ARA from cooperating with and assisting other institutions which share the goals and attitudes enumerated in Art. 1.
Art. 3 The President is the official representative of ARA de facto and de jure, within the power and restrictions established by these Bylaws.
II. The members, their categories, admission procedures and classification of membership.
Art. 4 The membership of ARA will consist of:
a. Full members
b. Corresponding members. Only the full members have the right to vote.
c. Honorary members and Emeriti members
d. Benefactors
Art. 5 Members are elected according to the following criteria:
a. Individuals holding a Ph.D. degree (excepting those outstanding personalities in an area with no Ph.D programs) whose activity, in the field of their specialization, supported by publications or exhibition, is recognized by their respective academic or intellectual circles, and who have expressed their concern for promoting Romania’s academic and intellectual life under democratic conditions and free from political pressures.
b. Any member of ARA may recommend to the President, in writing, with supporting documentation, the admission of new members. The President will then consult with a member close to the specialized field of the candidate.
c. If the results of the consultation are favorable, an officer designated by the Secretary General will inform the members of the Academy, in writing, of what ever supporting documentation will be necessary to enable the members to make an informed decision concerning the academic or intellectual activities of the candidate. This communication will describe the candidate’s status in his or her country of residence to establish if the candidate is in a position to undertake lasting membership in the Academy, the democratic, free spirit, stipulated in Art. 1.
d. The candidate will be elected to member with two thirds of the vote of members who are voting by mail or e-mail provided the total number of ballots cast is equal to a majority of the total number of voting members of the Academy.
e. ARA President must be an US or Canadian citizen.
Art. 6 Corresponding Members. Qualified people from Romania and the Republic of Moldova may be elected corresponding members. The admission of corresponding members follows the procedure described in Art. 5. The number of corresponding members must not overcome 50% of the number of full members.
Art. 7 Honorary and Emeriti members. On the nomination of the President and with approval of the Executive Committee, persons who have rendered signal services to the Academy or contributed substantially to the realization of Academy’s goals may be appointed Honorary Members. Honorary Members are exempt from the annual fee. ARA members, who have a minimum of 10 years of significant activity in ARA, will become Emeriti Members when they reach the age of 65 and are retired. The number of Emeriti must not overcome 10% of full members. Annual fees are voluntary for Emeriti Presidents and Benefactors, while for the other Emeriti Members, it is 50% of the regular fee.
Art. 8 Benefactors. On the nomination of the President and with the approval of the Executive Committee, persons who have offered the Academy substantial support may be appointed benefactors of ARA. Benefactors may also hold another category of membership for which they are qualified and have been duly elected or appointed.
Art. 9 Loss of membership will ensue when:
a. A member departs from the stipulations of the article with his or her membership. In this case, the President will notify the Executive Committee of his departure and remind the matter to the Grievance Committee for investigation and decision that will be communicated in a report to the President.
b. A member resigns in a written communication addressed to the President. The resignation is to become effective with the written acknowledgment by the President, who will enter the resignation and its acknowledgment in the minutes of the next meeting of the Executive Committee.
c. A member does not pay the annual fee for two consecutive years and the Treasurer has informed the member that automatic forfeiture will ensue. The Treasurer will enter this dereliction and the ensuing correspondence in the minutes of the next meeting of the Executive Committee.
d. A member engages in activities inimical to the interests of the Academy. In this case, an officer of ARA will address a written report to both the Executive Committee and the Board of Directors, and a majority of the votes is required by both bodies to expel the member.
e. The provisions of this article apply without deviation to all officers and members in positions of trust with the Academy. If complaint is brought against such individuals, they may provide evidence and testimony in any investigation concerning the complaint but they are suspended from membership in any body or committee discussing the complaint
III. Governing Bodies
Art. 10 General Assembly.
a. A meeting of the General Assembly will occur at the time of the annual Congress or more often if called into extraordinary session by the President. The President summons the General Assembly by a letter addressed to all members at least one month before the meeting date. An agenda of the meeting will be included with the summons. All members of the Academy are encouraged to attend the General Assemblies and participate in the discussions, but decisions will be made by a majority vote of those members defined by Art. 5 of the bylaws.
b. A General Assembly is duly constituted and a quorum is reached if at least half of the members in good standing – as defined by Art. 5 and 9 – are present in person or represented by written proxy. A written proxy must be sent to the General Secretary two weeks before a scheduled meeting of the General Assembly. If a General Assembly cannot be held for lack of a quorum, with the previous approval of the Executive Committee, the President may request by e-mail or by mail, a response to the agenda items from the voting members. The response will be communicated to all members and published on the ARA web-site.
c. The General Assembly, which deliberates on the issues facing the Academy at that time, discusses and approves the annual report of the President, the minutes of the previous meeting as prepared by the Secretary General and the Treasure’s report including the annual balance sheet of incomes and expenditures, elects officers and committee members as appropriate.
Art. 11 The permanent committees of ARA are: Executive Committee, Board of Directors, Nominating Committee, Grievance Committee and the Branch Directors.
Art. 12 The Executive Committee, along with its officers, represents the Academy between meetings of the General Assembly and is composed of seven members: President, Vice President, General Secretary, Treasurer and three Counselors.
a. The Executive Committee takes decisions in any matter requiring Academy action between meetings of the General Assembly and decides on the site of the next Congress and General Assembly. The Executive Committee is summoned whenever the President deems it necessary, sends summons to include an agenda for the meeting. Those members unable to attend may vote on the agenda by e-mail or by mail, but the President may determine that an emergency exists and then consult members of the committee by whatever means. All decisions of the Executive Committee as well as the voting procedure will be noted in the minutes of the meeting, voted on at the following meeting and published on the ARA web-site.
b. The President represents ARA, presides over the Congresses and the General Assemblies, approves the programs of the Congresses in consultation with the local organizing committee, supervises the procedures of the election of members, approves all expenditures beyond the routine current expenses, summons the General Assemblies annually, informs the membership through the ARA web-site concerning the Academy’s congresses, publications, membership and the decisions of the Executive Committee and the Board of Directors. A past President of the Academy may be honored with the title President Emeritus if so nominated in writing by ten or more voting member of the Academy and by a majority vote in the General Assembly.
c. The Vice President becomes a substitute for the President when necessary and assists the President especially in problems related to the organization and the administration of the annual congresses.
d. The General Secretary assists the President in the general administration of the Academy, keeps the minutes of the General Assembly and the Executive Committee, and carries out such other tasks as may be assigned by the President.
e. The Treasurer administers the assets of the Academy, under the supervision of the President, makes such expenditures as are required by the activities of the Academy, presents a report with balance sheet for the approval of the Executive Committee at each of its meetings and an annual report with balance sheet at the General Assembly for its approval.
f. The President, in accordance with the needs of the Academy, assigns the three Counselors tasks.
Art. 13 The Board of Directors.
a. The Board of Directors, consisting of 6 voting members of ARA not currently holding other office or committee membership, will be elected by the General Assembly.
b. Criteria for election to this board includes the following: a distinguished record of academic or intellectual achievement in their chosen fields, five years of ARA membership and previous service as an officer or member of a permanent ARA committee. Past and serving ARA Presidents are ex-officio, supernumerary voting members of this Board, which will elect a President from among its elected members.
c. The Board of Directors decides on ARA’s long term policies and directions. At the request of editors of ARA publications, within their area of competence, members of the Board of Directors report on works submitted for publication and provide policy guidance for the publications editors. They also, when required, assist the local organizing committees for the annual congresses in evaluating proposal for papers.
Art. 14 The Nominating Committee will consist of three members elected by the General Assembly. The members of the committee will elect a Chairperson from among themselves. The Committee will inform all ARA voting members through the ARA Web-site of the deadline for submitting nominations in accordance with Art. 16. The Nominating Committee must be elected one year prior elections (not for a period of 4 years).
Art. 15 The Grievance Committee and the Branch Directors.
a. A Grievance Committee will be composed of three members elected by the General Assembly for a three year term. Members may not simultaneously serve on other permanent ARA committees. The President of the Grievance Committee will be its eldest member, but the eldest member may pass this office to another member by agreement among the three members.
b. Any member of ARA may address to the ARA President a written complaint with regard to violations of the Bylaws, activities inimical to the aims of the Academy, financial irregularities. This complaint, with a full, accurate and documented presentation of the facts, must be signed by the complainant and notarized by a notary public. The complaint will be treated as a confidential document.
c. The President will expeditiously submit the complaint with its documentation to the Grievance Committee of its investigation. A determination of the facts should be forthcoming from the Grievance Committee not more than 60 days from the ARA President’s submission. If the committee requires an extension, the ARA President may grant such an extension, not to exceed 30 days. The determination of the Grievance Committee shall be submitted to the Executive Committee for its decision as to ARA appropriate action. This decision will be communicated to the complainant by registered letter signed by the Academy’s President. The complainant retains the right of appeal to the next meeting of the General Assembly.
d. The Branch Directors will consists of at least five members (at least one for each of the following countries: USA, Romania, Canada, Republic of Moldova and Western Europe). They are appointed by the President in consultation with the Vice President and General Secretary. The Branch Directors are collecting the membership application form in their zone, assist the local organizing committee of the annual congresses and carry out other tasks as may be assigned by the President and General Secretary.
Art. 15 (bis) All officers and members of the permanent committees herein discussed (except for the Branch Directors), will be eligible to serve two consecutive terms of four years. At the conclusion of the eight year period they are ineligible to return to the same office or membership before eight additional years have passed. The terms of the President, Vice President and General Secretary will be staggered in such a way that only one is elected each year. The full terms of the Treasurer and the three Counselors of the Executive Committee will be similarly staggered with no more than two members of the Board of Directors and one member each of the Grievance and Nominating Committees will be elected for a full term each year.
VI. Nomination and Elections
Art. 16 Any three voting members of ARA may nominate any qualified member of ARA for any office, committee or board herein discussed. This nomination signed by the three members must reach the General Secretary at least a month before the annual meeting of the General Assembly.
a. The General Secretary will determine that the nomination conforms to the Bylaws and that the member nominated has been consulted and will serve in the nominee capacity if elected.
b. The General Secretary will prepare a sufficient number of ballots containing the names of all persons nominated. Voting shall take place by secret ballot at the General Assembly by all full members present voting for themselves and for any proxy with which they have been entrusted. If quorum of the General Assembly is not present, the General Secretary will send the ballots to all voting members by e-mail or by mail. The ARA members must vote for ARA President and EC members, the other functions will be voted in EC.
V. Activities of the Academy
Art. 17 As an institution whose responsibilities include promoting Romanian studies, the Academy intends to introduce and stimulate knowledge of the cultural values of the Romanian nation in international circles, by encouraging research into various areas of the Arts, Humanities and Sciences. Within a contemporary, democratic framework, ARA will undertake appropriate efforts to examine Romania’s past and present as well as its intellectual and academic accomplishments achieved within Romania and throughout the world.
Art. 18 The activities of ARA include congresses, publications, exhibits and festivals.
a. Congresses are annual gatherings of high academic standard in which all members as well as other persons interested in Romania’s culture may participate and present papers. Papers for Congresses will be selected on the basis of abstracts submitted by a stipulated date following the approval of the President, in consultation with the Executive Committee and the local organizing committee.
b. ARA publications will consist of: books, periodicals and bulletins. The editorial practices of all ARA publications will conform to those followed by scholarly societies in the Unites States. The Board of directors will assign responsibilities of editing ARA publications to an appropriate person.
c. Exhibits are generally organized to coincide with the annual congresses but may also occur separately by special decision of the Executive Committee.
d. Festivals are designed to promote and encourage awareness of Romania’s contributions to the Performing Arts. They are generally organized to coincide with the annual congresses but may also occur separately by decision of the Executive Committee.
e. The ARA Research Institute provides specialized assistance to Academy members in the preparation of such activities as described in this article. The Board of Directors approves the program of the Research Institute.
VI. Financial Matters
Art. 19 The financial resources of the Academy are:
a. The annual fees of the members as established by the General assembly.
b. Donations and grants made by individuals, foundations or private corporations. Their acceptance is subject to the decision of the Executive Committee.
Art. 20 When deemed necessary, the General Assembly will elect for terms of three years a Fund-Raising Committee composed of five to seven members, and representatives of private institutions to assist in the publication of ARA books and periodicals. This committee will work under the general supervision of the ARA President. The funds raised by this committee are exclusively for meeting the costs of ARA’s publication program; although such funds are part of the assets of the Academy, they may not be commingled with any other funds or assets.
VII. Amendment of the Bylaws
Art. 21 Any amendment of the Bylaws falls within jurisdiction of the General Assembly. The Assembly may only amend the Bylaws by a majority vote of two thirds of the total voting members present or voting by proxy. The text of all proposed amendments must be included with the letter of convocation and the meeting agenda sent by the President to all members, 30 days before the date set for the General Assembly. This communication will also include a statement by the President, confirming that the proposed amendment has been read and approved for vote by the Executive Committee.
a. If the number of voting members present in person or by proxy at the meeting of the General Assembly does not equal the mandatory two thirds of the voting members required by this article, the General Secretary will e-mail or mail the proposed amendment to all voting members and request their vote by return e- mail or mail.
VIII. Provisions for Dissolution
Art. 22 In the event that the purposes of the Academy can no longer be achieved, ARA can be dissolved by the vote of at least two thirds of the current members of the Executive Committee and approved at a special meeting of the General Assembly by a vote of at least two thirds of all voting members present in person or by proxy. In case of dissolution, the entire assets of the Academy shall be transferred to the “Hoover Institution for War, Revolution and Peace” of Palo Alto, California, which has already provided for other important Romanian Documents.
Art. 23 The English version of these Bylaws is the only authentic and juridical valid version.
Art. 24 The present Bylaws replace the Academy Bylaws of September 1997.
Note (by the President) By mail or e-mail vote, expressed before the 15th of February 2004, the General Assembly of the Academy has approved the amendment of the following articles of the Bylaw: 1, 4-a, 4-b, 5-a, 5-d, 6, 7, 10-b, 10-c, 11, 12-a, 12-b, 14, 15, 15 (bis), 16-b, 21-a, 24, as well as the addition of two new articles: 5-e and 15-d.