Constitution and Bylaws

The High Council of Moroccan American Scholars and Academics (HC-MASA)

Constitution & Bylaws

Name and Legal Identity

The name of this organization is the High Council of Moroccan American Scholars and Academics (HC-MASA), hereafter referred to as the Council. The Council was incorporated in North Carolina, United States of America on June 6, 2008.

Purposes

The purposes of this organization are to (1) encourage and promote the growth and development of biological and medical sciences, (2) publish the results of meritorious research in all fields of medicine and biology, (3) promote scientific and educational exchanges mainly between the kingdom of Morocco and the United States of America, and extend this exchange when possible to the rest of the world, and (4) promote the general welfare of Biologists, Medical Doctors, Pharmacists, Academicians, and other scholars. The Council shall remain a scientific and social organization without the object of financial, religious or political gain.

Membership

Membership is open to medical and biology doctors, fellows and other scientists, scholars and academics of all nations and to any other person or organization in sympathy with the purposes of the Council. Individual membership includes members, emeritus members, honorary members, postdoctoral associate members, and student members. Organizations or individuals who wish to support the Council, but not to participate as active voting members, may do so as patron or sustaining members.

a. Members join the Council by application, subject to review by the board of directors and payment of dues, starting the first day of the month when the Council received such a payment for the period of time the payment shall entitle such applicant,

b. Emeritus membership (dues free) is awarded, to members who have been Council members continuously for fifteen years or more.

c. Honorary membership (dues free) is awarded to persons and organizations in sympathy with the cause of the council.

d. Postdoctoral associate memberships are open to persons who have received their doctorates and are employed as postdoctoral associates and research fellows.

e. Student memberships are open to students actively pursuing degrees in biology, medical, or related field.

f. Ptrons make single, unrestricted contributions to the Council sustaining members make annual contributions. The specific requirements, including the amount of dues, for membership in the several classifications and the entitlements of membership shall be published by the headquarters office in the councils website.

Election of Members and Eligibility

All individual members have the following rights:

1. To vote in all elections of the President, the Presidents office, the committees and the committees director;

2. To be nominated or present their candidacy for the election to serve in any committee or any committees director .

3. To be nominated and elected to the Presidents office.

The right to serve as an official representative of the Council is restricted to the Councils Presidents office, the committees presidents and the founding board members, The Board of Founding members, the Committees Directors and the Presidents office shall establish and may amend when needed a schedule of dues or charges for membership, payable each year or for such longer or shorter periods as the Board shall determine.

The Board of Founding members, the Committees Directors and the Presidents office may establish different categories or levels of membership, with different dues or charges. Upon the payment by an applicant for membership of the appropriate dues, the applicant shall become a member of the Council in the category.

No member of the Council shall be entitled to any distributive share of its assets, and in the event the Council is dissolved, the assets remaining after payment of its just debts shall be given and distributed only to one or more of the following, selected by majority vote of the members of the Council:

a. A public Institution with educational or academic or research interest in Morocco, USA or elsewhere

b. The above named institutions in (a) must meet the conditions prescribed at the time of such distribution by Section 501 (c) (3) of the United States Internal Revenue Code of 1954, or any statutory enactment amending or replacing that section. Non-US Institutions must demonstrate equivalent nonprofit status

Resignations

A member is required to deliver a written resignation to the Presidents office stating his/her/its resignation. The resignation takes effect upon receipt of the written notice. The member is not entitled to the refund of any membership dues or charges paid prior to such resignation

Termination of Membership

A membership shall be terminated by:

a. A members resignation

b. A members death

c. The expiration of the period for which the dues has been paid

d. The affirmative vote of a two-thirds majority of the Presidents office, the founding board members and the board of directors

Powers and Duties:

Although the Presidents office is the executive branch of the Council, the Council is governed by affirmative vote of two-thirds majority divided equally between: a- the Presidents office; b- the board of Directors and c- the founding board members (6 members).

Board of Directors

Powers and Duties

The property, affairs and activities of the Councils committees shall be managed and controlled and its powers exercised by the Board of Directors. The Directors shall participate fully in the councils activities.

Number of Directors

The Board of committees Directors shall consist of not less than six and not more than fifteen Directors. The number of authorized Directors may be increased or decreased by vote of the members of the council, at any annual or special meeting of the members at which a quorum is present, or by an affirmative vote of a two-thirds majority of the Presidents office, the founding board members and the board of directors.

1. There shall be at least six standing committees: a membership committee, a publications committee, a public relations committee, a constitution and bylaws committee, and a meeting organizing and scientific committee.

2. Each committee shall consist of the following members: the Director, who chairs the committee; and two Co-Chairs members, one appointed by the director in consultation with the president and the other in consultation with the board of founding members.

Qualification and Term of service

Each Director is elected by the members of the council and shall serve many 3-year terms. Each Director shall have been a member of the Council in good standing for no less than one year prior to assuming office, or shall be the officially designated representative of an organization that has been a member of the Council in good standing for not less than one year prior to the assumption of office by such Director. However, this requirement may be waived by a two-thirds vote of the majority of the President’s office, the founding board members, and the board of directors at their discretion.

A board Director must be an active member of the council, with a doctoral degree or equivalent such as MD or Ph.D. degree, holding a permanent position in his or her field of expertise for at least 2 years and published as the first or co-author of a minimum of 10 refereed manuscripts in international journals related to his/her field.

Duties of Committees

a. The Board of Directors has the authority to act on all matters of the Council as a whole. The board of Directors is charged with maintaining the activities of the Council in furthering science in areas including but not limited to medical, pharmaceutical, and biological sciences. Decisions of the board of Directors require a quorum and the majority of votes cast unless otherwise directed herein.

b. The secretary, in consultation with the board of Directors, shall plan, arrange, and publicize the annual programs of the Council.

c. The publications committee shall supervise and report to the board of Directors on all editorial aspects of the Council’s journals, newsletters, and other publications.

d. The public affairs committee shall coordinate interactions between the Council and officials in Morocco and the US; assist Council members in contacting and providing educational information to policy makers; develop a strategy and objectives for support of basic science and coordinate efforts with other societies and related groups.

e. The membership committee has as its function the maintenance and enhancement of the membership of the Council by outreach activities and continuing to address issues of recruitment of new members and retention of those presently enrolled, and to provide membership services and benefits that meet the approval of the board of directors of the Council.

Resignations

Any Director may resign at any time by delivering a written resignation to the Council. The acceptance of any such resignation unless required by the terms thereof, shall not be necessary to make the same effective. Such resignation shall take effect upon the latter of the councils receipt of written notice thereof (or if required, its acceptance thereof) or such subsequent date as may be set forth in such notice.

Removal

Any Director may be removed at any time either for or without cause by the affirmative vote of two-thirds of all the members of the Council entitled to vote given at a meeting the notice or waiver of notice of which shall have specified the proposed removal, or may be removed for cause by the affirmative vote of a two-thirds majority of the Presidents office, the founding board members and the board of directors then in office. Cause may include violation of the Director responsibilities or due to behavior inconsistent with the Council mission.

Meeting Process. “Roberts Rules of Order”

shall act as the governing document of all Board of Director meetings.

Annual Meetings.

The annual meeting of the Board of Directors shall be held at the place at which the annual meeting of the council shall be held, and shall be held in conjunction with such meeting. Such a meeting may be in person, by conference call, or electronically with the possibility of an email vote.

Regular Meetings

The Board of Directors from time to time may provide by resolution for the holding of such regular meetings as it may determine and may fix the time and place (which may be either within or outside the State of North Carolina or overseas) thereof. Such meetings may be in person, by conference call, or electronically with the possibility of an email vote.

Special Meetings.

Special meetings of the Board of Directors may be called at any time by the President, Vice President, or Secretary of the Board of the Council at such time and place as may be specified in the notice of the meeting or in the waiver of notice thereof. Such a meeting may be in person, by conference call, or electronically with the possibility of an email vote.

Notice of Meetings.

Notice of any meeting of the Board of Directors or change in the time or place of the meeting shall be distributed to each Director no less than Seven (7) calendar days prior to the meeting. The notice shall be distributed to the Director pursuant to the contact data included in the records of the Council, and sent by any communication method that is reasonably available, or delivered to such Director personally. Notice of any meeting need not be given to any Director, however, if waived by such Director before or after the meeting in writing. No notice needs to be given of any adjourned meeting.

Quorum.

Except as may be otherwise expressly required by statute, at all meetings of the Board of Directors the presence of fifty percent plus one (other than Honorary Directors), but in no event, fewer than three Directors, shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present at the appointed time and place of the meeting, or, if no Director is present, any member of the Council present there at, may adjourn the meeting from time to time for a period not exceeding twenty days in any one case. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Voting.

Except as otherwise expressly required by statute or these by-laws, matters shall be decided by the vote of a majority of the Directors present and voting at a Board of Directors meeting. Policy issues must have a two-thirds majority vote of the Directors to be considered as supported by the Council. Voting by Directors not gathered together in one location can occur by phone, e-mail or other electronic means. Such votes shall be filed with the minutes of the proceedings of the next Board of Directors meeting.

Honorary Directors.

The members of the Council may elect any number of Honorary Directors at any annual, regular or special meeting of members. An Honorary Director shall be entitled to attend all meetings of the Board of Directors, but shall not be entitled to vote on any matters submitted to the Board for any other purpose.

Executive Committee

For matters of expediency, the Board of Directors shall designate an Executive Committee consisting of the President, the Vice Presidents, Secretary, and Treasurer. The Executive Committee shall have all of the authority of the Board of Directors except as otherwise provided by law.

Presidents Office

Officers and Qualifications.

The officers of the Council shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and subordinate officers as may be appointed from time to time in accordance with the provisions of Section “Subordinate Officers” hereof. Any person may hold any two offices of the Council except those of the President and Secretary. No person may hold more than two offices. No instrument required to be signed by more than one officer shall be signed by the same individual in more than one capacity.

Election and Term of Office.

The officers (except such officers as may be appointed in accordance with the provisions of Section “Subordinate Officers” hereof) shall be elected to a two-year term by the Councils members. Each officer shall continue in office until the close of the election of officers at the Annual Meeting next held after the election of such officer and until a successor shall have been elected and shall have been qualified, or until the death, resignation or removal of such officer.

Subordinate Officers.

The Board of Directors and the board of founding members from time to time may appoint such other officers or agents as it may deem advisable, and may prescribe their respective titles, terms of office, authorities and duties. No such other officer or agent need to be a Director or a member of the Council.

Resignations.

Any officer or agent may be removed from the office at any time either for or without cause by the vote of a two-thirds majority of the board of founding members and the board of directors then in office at any regular or special meeting of the Board of Directors. Cause may include violation of the officers responsibilities specified in the Letter of Commitment, noncompliance with these By-Laws or by displaying disrupting behaviour inconsistent with the Council mission.

General Powers and Duties.

The officers of the Council shall have such powers and duties, except as may be modified by the Board of Directors and the board of founding members as generally pertain to their respective offices as well as such powers and duties as from time to time may be determined by the Board of Directors and the board of founding members.

The President.

The President shall be the senior officer of the Council, shall preside at all meetings of the Board of Directors, if present, other than committee meetings for which the President is not the chair, and shall, in general, perform all duties, such as, carrying out policies and fulfilling the purposes of the Council, subject, however, to the control of the Board of Directors and the board of founding members. He or she shall, in general, perform all duties incident to the office of President and such other duties as may be assigned to him or her by the Board of Directors and the board of founding members. To be qualified to serve as President, a candidate must have been a Council member for at least one year, must hold a doctoral degree such as Ph.D. or an MD degree, a permanent position in his or her field of expertise for the past 5 years, in addition to at least 12 peer-reviewed manuscripts published in national and/or international journals in his or her field of expertise. If no qualified individual chooses to run for the office of president, then the Nominating Committee Board of Directors and board of founding members must select from offered candidates.

Executive Committee.

The Executive Committee shall consist of the President, Vice President(s), Treasurer, and Secretary.

The Vice Presidents.

Each Vice President shall have such powers and perform such duties as the Board of Directors and board of founding members may prescribe or as the President may delegate to him or her. At the request of the President, any Vice President may, in the case of the Presidents absence or inability to act, temporarily act in his or her place. In the case of the death of the President or in the case of his or her absence or inability to act without having designated a Vice President or Vice Presidents to perform the duties of the President may be designated by the Board of Directors and the board of founding members.

The Secretary.

The Secretary shall keep or cause to be kept the minutes of the meetings of the members and of the Board of Directors and the board of founding members and cause to have such minutes distributed within 20 calendar days to the Executive Committee and prior to the subsequent meeting to all Directors or available to meet the audience after approval by the Board of Directors at their next meeting.; shall see that all notices are duly given as required by law; shall be the custodian of the records and of the seal of the Council or may appoint such custodians such as a board director, staff, or an appropriate contractor; and, in general, shall perform all duties as may be assigned to him or to her by the Board of Directors, the board of founding members or by the President

The Treasurer.

The Treasurer shall be the financial officer; shall have charge and custody of, and be responsible for, all funds and deposit all such funds in the name of the Council in such banks, trust companies, or other depositories as shall be selected by the Board of Directors and the board of founding members; shall receive and give receipts for money due and payable to the Council from any source whatsoever; and, in general, shall perform all duties as may be assigned to him or her by the Board of Directors or by the President or by the board of founding members. These duties may be shared by the President, Membership Committee Chair, or another officer, or employee or contractor, as directed by the President. The Treasurer shall render to the President, the Board of Directors and the board of founding members, whenever the same shall be required, and an account of all his or her transactions as Treasurer and of the financial condition of the Council. In case of his or her death, resignation, retirement, or removal from office, all books, papers, vouchers, money, and other property of whatever kind are in his or her possession or under his or her control belonging to the Council.

Councils Finance

Deposit of Funds.

All funds of the Council not otherwise employed shall be deposited in such banks or trust companies or with such bankers or other depositories as the Board of Directors from time to time may determine.

Checks, etc.

All checks, drafts, endorsements, notes and evidences of indebtedness of the Council shall be signed by such authorized officer(s) or agent(s) of the Council and in such manner as the Board of Directors from time to time may determine. Contracts. No contracts may be entered into on behalf of the Council unless and except as authorized by the Board of Directors and the board of founding members and any such authorization may be general or confined to specific instances.

Council Expenditures.

Board-authorized directors and founding members shall spend Council funds as approved by the Board of Directors for a specific task, activity, or committee. No other member of the Council is so authorized. Proper documentation including total due and payee shall be authorized in writing by the President or board of directors as appropriate, and provided to the Treasurer for reimbursement within three months of the expenditure. Any Director may incur miscellaneous reimbursable expenses necessary to conduct Council business with the Board of directors’ authorization, as long as documentation is provided

Compensation of and Contract with Members, Directors, and Officers:

Contracts with Members, Directors, and Officers

No member, Director, or Officer of the Council shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, unless such contract shall be authorized jointly by the Board of Directors and the board of founding members and unless the fact of such interest shall have been disclosed or known to the Board of Directors and the board of founding members at the meeting at which such contract is so authorized. Required Vote for Purchase, Sale, Mortgage, or Lease of the Councils Real Property. No purchase, sale, mortgage or lease of real property owned by the Council shall be made by the Council except upon the affirmative vote of a two-thirds majority of the board of founding members and the board of Directors.

Indemnification

Indemnification

The Council to the fullest extent permissible under applicable law indemnifies any person who was or is a party or is threatened to be made a party in any threatened, pending, contemplated, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a Director, officer, employee or agent of the Council, against expenses (including attorneys\’ fees), judgments, fines and amounts paid in settlement of or in connection with any such action, suit, or proceeding, provided that such expenses, judgments, fines, and amounts are in a reasonable sum and are reasonably incurred.

Board of Founding Members:

• Dr. My Abdelmajid Kassem

• Dr. Khalid Meksem

• Dr. Amina El Ayadi

• Dr. Noureddine Hamamouch, and

• Dr. Mohamed Boutjdir

Amendments to the Constitution

Proposals for amending the bylaws may be submitted in writing by any member, group of members, or committee to the constitution and bylaws committee not less than two months before the annual election. The constitution and bylaws committee shall provide appropriate language for such proposals, as needed, and shall submit them with an evaluation and recommendation to the board of directors. Upon approval by two-thirds of the board of directors and the board of founding members voting, the amendment(s) will be placed on the annual ballot, and adopted if approved by two-thirds of the members voting.

Awards and Prizes

The Council shall recognize meritorious (1) research, and service in medical, pharmaceutical, and biological sciences; and (2) excellence in education by the presentation of awards to deserving individuals. Selection of individuals for awards shall be made by selection from the nominations submitted by the membership. The selection committee shall be selected by the board of directors and its chair shall be appointed by the president. The committee shall prepare a citation for the award certificate and inform the President of the selections made at least two weeks prior to the annual meeting where the awards will be presented. For this occasion the committee will prepare an award certificate and, if the award is monetary, the treasurer will issue a check. The amount of the cash awards shall be set by the board of directors.

Adopted by a majority vote by the Council’s Membership on June 15, 2010.

Amended on January 15, 2011.