THE CONSORTIUM ON PEACE RESEARCH, EDUCATION AND DEVELOPMENT |
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COPRED's Constitution
ARTICLE I: NAME AND PURPOSE SECTION 1: NAME The name of the corporation shall be Consortium on Peace Research,
SECTION 2: PURPOSE (a) The purpose of the Consortium shall be to foster research, education, and training in the area of peace, social justice, and other global concerns, to facilitate such activities of its members as are related thereto (including, but not limited to, the exchange of relevant information and the pursuit of lobbying activities consistent with the Internal revenue Code of 1954 as amended), and to reserve and maintain funds and to apply the same and the income therefrom exclusively for the purposes of the Consortium within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1954 as amended. (b) Said corporation is organized for educational, scientific, and lobbying
purposes, including for such purposes, the making of distributions to
(c) No part of the Net earning of the corporation shall inure to the
benefit of, or be distributable to, its members, trustees, officers, or
other private persons, except that the corporation shall be authorized
and
(d) Upon the dissolution of the corporation, the Board of Directors
ARTICLE II: OFFICES The Consortium may establish offices at whatever location the Board may determine. ARTICLE III: MEMBERS SECTION 1: CLASSES OF MEMBERS The Consortium shall have two classes of participants. The designation of such classes and the qualifications and rights of such classes shall be as follows: (a) Institutional Members: (1) Institutional Members include organized groups which are professional
associations, university affiliated institutions, non-university affiliated
institutions and organizations, and foundations. The Institutional
Member is in no case to be confused with the personal character of the
(2) All applications for institutional membership shall file with the Executive Director a written application in such form as the Council shall determine. (3) Each Institutional member shall have one vote on each matter submitted to a vote of the Membership. (b) Individual Members: (1) Individuals who may wish to be members of the Consortium shall file with the Executive Director a written application in such form as the Council shall determine. (2) Each Individual Member shall have one vote on each matter submitted to a vote of the Membership. SECTION 2: TERMINATION OF MEMBERSHIP The board, by affirmative vote of two-thirds of all its members, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership. The Executive Director may discontinue the membership of any member who shall be in default in the payment of dues for the period fixed in Article XI of this Constitution. SECTION 3: RESIGNATION Any member may resign by filing a written resignation with the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid. ARTICLE IV: MEETINGS OF MEMBERS SECTION 1: ANNUAL MEETING A meeting of the Membership shall be held each year for the transaction of such business as may come before the meeting. The Board shall make available to the Membership at the Annual Meeting minutes of any Board or Executive Committee meetings held since the last Annual Meeting. The Membership shall have the opportunity to accept or reject by majority vote of those members attending any action of the Board or its Executive Committee during the previous year. The Board may provide by resolution the time and place within North America of its regular annual meetings. SECTION 2: SPECIAL MEETINGS Special meetings of the Consortium may be called by the Co-chairpersons, by the Board, or by any group of twenty-five Consortium members. SECTION 3: TIME AND PLACE OF MEETING The Consortium Co-chairpersons may designate the time and place within North America of the Annual Meeting or of any special meeting called by the Board, the Co-chairpersons, or group of Consortium members, except in those cases where the time and place of the meeting has been fixed by vote of the Board. SECTION 4: NOTICE OF MEETING Written or printed notice stating the place, day, and hour of any meeting of the Membership shall be delivered, either personally, by telegram, or by mail to each member entitled to vote at such meeting by or at the direction of the Co-Chairpersons, or the Directors or persons calling the meeting. Notice shall be delivered to members at the address of record in the Consortium not less than fifteen nor more than fifty days before the date of a regular meeting and not less than seven nor more than fifty days before a special meeting. In case of a special meeting, or when required by statute or by this Constitution, the purpose or purposes for which the meetings is called shall be stated in the notice. SECTION 5: QUORUM A quorum for the conduct of business at a regular annual meeting of
the
SECTION 6: MANNER OF ACTING A majority of the votes cast on a motion before the Membership at a meeting at which a quorum is present shall be necessary for the adoption thereof, unless a greater proportion is required by law or by this Constitution. SECTION 7: VOTING BY MAIL Elections of officers and members of the Board and its Executive Committee are to be conducted by mail in such manner as the Membership shall determine. ARTICLE V: BOARD OF DIRECTORS SECTION 1: GENERAL POWERS The affairs of the Corporation shall be managed by the Board or by the
SECTION 2: MEMBERS OF THE BOARD Board Membership shall comprise: two Co-Chairpersons, the five Co-Chairs of standing committees of the Consortium, Section Coordinators and eligible EX OFFICIO non-voting members to include up to five representatives from other national peace organizations. (a) The Consortium Co-Chairpersons shall be elected by the membership at large for two-year renewable terms. Terms of Co-Chairs shall be staggered. (b) The Co-Chairs of the five standing committees of the Consortium-Finance, Program, Publications, Conferences, and Membership and Liaison-shall be elected by the Membership at large. The Co-Chairpersons and one co-chair of each standing committee shall constitute the Executive Committee. Terms of Co-Chairs shall be staggered. (c) The Section Coordinators shall be elected by the members of the Section. (d) The five representatives from other peace organizations shall be
(e) The current Executive Director shall be a non-voting member of the
SECTION 3: COMPENSATION Board Members as such shall not receive any stated salaries for their
ARTICLE VI: NETWORKS AND SECTIONS SECTION 1: ORGANIZATION (a) The Consortium Membership shall be organized into Sections and Working groups to facilitate communication and joint activities among members involved in the various aspects of the work of the organization (e.g., research, education, and action). (b) Each Institutional and Individual Member shall be accorded the
(c) Any group of ten (10) Consortium members may at any time petition the Board of Directors for the establishment of a new Working Group. The Board may grant this request so long as the goals of the proposed group comply with the purposes of the Consortium as designated in Article II. (d) Any Working Group may be accorded Section status whenever it attains a certain membership size as set by the Board of Directors from time to time. At no point may this number be set at less than twenty-five (25) members nor may it be set at less than five (5) percent of the full Consortium Membership. At any given point in time, no fewer than three (3) nor more than ten (10) Working Groups may have Section status. Should it be impossible to meet both of these conditions at any given time, the second shall take priority. The Board shall review sections from time to time to determine whether they comply with current criteria of Section status. If not, the Board may direct that the status of any given Section revert to Working Group. (e) Each Working Group will elect a Coordinator for a term of two years. If a Working Group has not achieved Section status, these elections will be determined by majority vote of the Working Group at the annual meeting at which the previous Coordinator's term expires. If a Working Group has achieved Section status, the Section Coordinator must submit nominees for the position of Coordinator to the Nominating Committee at least four (4) months prior to the annual meeting at which the current coordinator's term expires. The Nominating Committee may add additional candidates to the list. Any group of five (5) Section members may add additional names to the slate before ballots are mailed to Section members. Nominations and election guidelines designated in Article VII should be followed. (f) A Working Group or Section Coordinator nominee must be a member of the particular Working Group or Section at the time or his or her nomination. (g) Section Coordinators will also serve as members of the Board of Directors. ARTICLE VII SECTION 1: OFFICERS The Officers of the Consortium shall be the Co-Chairpersons, a Treasurer, a Recording Secretary, and such other officers as the council may determine, elected from the Consortium Membership in accordance with provisions herein stated. Any two or more offices, except that of chairperson, may be held by the same person. An Executive Director shall be appointed by majority vote of the Board of the Executive Committee acting in its behalf, for whatever period of time shall be deemed desirable. Guidelines for the search for an Executive Director and/or for other paid staff positions shall be drawn up by the Executive Committee in order to ensure equal opportunity for all candidates who may be interested in these positions. SECTION 2: ELECTION AND TERM IN OFFICE (a) The Co-Chairpersons shall be elected biennially by the Membership by mail ballot. The Treasurer and Recording Secretary shall be elected by the Executive Committee from time to time as needed. Other officers may be elected in either way. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified. (b) Term of office for the members of the Executive Committee shall be two years, and elections shall be arranged so that the terms of office of no more than one half plus one of the members shall expire in any year. (c) The Executive Director may continue as a non-voting EX OFFICIO member of the Executive Committee for one year after the expiration of his or her term as Executive Director. (d) The Co-Chairpersons may continue as a non-voting EX OFFICIO member of the Executive Committee for one year after the expiration of their terms as Co-Chairpersons. SECTION 3: NOMINATIONS (a) The Executive Committee shall each year appoint, or direct the
(b) The Nominating committee shall also solicit nominations from each
SECTION 4: REMOVAL Any officer or member of the Executive Committee elected or appointed by the Membership may be removed by the Membership or the Board acting on its behalf whenever in its judgment the best interests of the Consortium would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the officers so removed. SECTION 5: VACANCIES A vacancy in any Standing Committee Chair or Section Coordinator because of death, resignations, removal, disqualification, or otherwise, may be filled for the unexpired portion of the term by the Board. SECTION 6: CO-CHAIRPERSONS, BOARD OF DIRECTORS, EXECUTIVE COMMITTEE The Co-Chairpersons, together with the Board, shall in general supervise and control the business and affairs of the Consortium. The Co-Chairpersons also shall be Co-Chairpersons of the Board and shall preside at all meetings of the Board and its Executive Committee and of the Membership. The Co-Chairpersons may sign, with any other proper officer of the Consortium, such as the Executive Director, authorized by the Membership or Board, any deeds, mortgages, bonds, contracts, or other instruments which the Membership or Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Membership, by this Constitution, or by statute to some other officer or agent of the Consortium; and in general the Co-Chairpersons shall perform all duties as may be prescribed by the Membership or Board from time to time. On matters arising in between annual meetings, the Executive Committee shall be empowered to act on behalf of the Board. SECTION 7: SUCCESSION In the absence of the Co-Chairpersons or in the event of their inability
or refusal to act, the Executive Committee shall designate a successor
or
ARTICLE VIII SECTION 1: COMMITTEES OF CONSORTIUM (a) The Consortium may designate from its members, whether they be
(b) Executive Committee (1) During the intervals between the meeting of the Board, the Executive
(2) The Co-Chairpersons shall be a member of the Executive Committee. The Executive Committee shall consist of five (5) qualified members as designated above in Article V in addition to the Co-Chairpersons and the Executive Director who shall serve EX OFFICIO. The Membership may establish guidelines for the nomination of persons to the Executive Committee and may modify these guidelines from time to time if that is deemed desirable. (3) Any Executive Committee member missing two consecutive meetings or any two out of three consecutive meetings shall be dropped from the Executive Committee unless the remainder of the Executive Committee votes otherwise. (c) Committee, Working Group, and Section Responsibility and Accountability: No committee, Working Group or section, except the Executive Committee
pursuant to this Constitution, shall enter into any engagement, understanding,
commitments, contracts, or any other undertakings of a
ARTICLE IX SECTION 1: CONTRACTS The Board or Executive Committee may authorize any officer or officers, agent or agents of the Consortium, in addition to the officers so authorized by this Constitution, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. SECTION 2: CHECKS, DRAFTS, ETC. All checks, drafts, or orders for the payment of money, notes, or other
SECTION 3: DEPOSITS All funds of the Corporation shall be deposited from time to time to
the
SECTION 4: GIFTS The Board or the Executive Committee, or the Executive Director in their behalf, may accept any contribution, gift, bequest, or device for the eneral purposes or for any special purpose of the Consortium. ARTICLE X The Consortium shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Membership, Board, and committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote in the Consortium. All books and records of the Corporation may be inspected by any member, or member's agent or attorney, for any purpose at any reasonable time. ARTICLE XI The fiscal year of the Corporation shall begin on the first day of January
ARTICLE XII SECTION 1: ANNUAL DUES The Board may determine from time to time the annual dues payable to the Consortium. SECTION 2: PAYMENT OF DUES Dues shall be payable as determined by the Board, or the Executive Director acting in its behalf. ARTICLE XIII: AMENDMENTS This Constitution may be altered, amended, or repealed, and a new
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