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ACADEMY CHARTER
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ACADEMY CHARTER

Charter of The Mesopotamian Academy of Sciences and Humanities (BEN-MAAS)

Mesopotamian Academy of Arts and Sciences (BEN-MAAS)is an International Academy founded by internationally known scientists and artists from the Mesopotamian region countries such as Turkey, Iraq, Syria and Iran, as well as other neighboring countries to region The Lebanon, Palestine and Israel and Egypt and Gulf states)

It is founded in the historical city of Baghdad, Iraq, where its headquarters are, but has also a branch office in other regions too. 

Chapter One: Membership of the Academy 

Number of members

1. The number of members in each Section shall not exceed forty; however, members whose age is Sixty-five years or older and non-resident members shall not be included in that number.

Election of new members

2. (a) So long as the number of members in either Section has not reached forty, the Academy may elect every year not more than five members to that Section, pursuant to section 1, above.

(b) Members of the Academy, with the exception of foreign members, are scientists and scholars resident in Mesopotamian region countries such as Turkey, Syria, Iraq and Iran, as understood in section 2 (1) of the Academy Law. For this purpose – “scientists and scholars” are persons whose principle activity is research and the furthering of human knowledge by scientific means; “resident in Mesopotamia ” are persons whose principle residence is in Mesopotamian countries and whose research activity, at the time of election, is in the sphere of Mesopotamian scientific endeavor.

(c) The Academy Council is authorized to make rulings concerning this regulation.

Nomination of candidates

3. (a) The candidates for membership in each Section shall be proposed, in writing, by no fewer than two members of that Section to the Chairperson thereof, no later than thirty days before the date of the meeting of the Section at which candidates will be elected, pursuant to regulation 4, below. Each year, at least three months before the date of the election meeting, the Chairperson shall inform members of the Section, in writing, of the deadline for the submission of candidates.

(b) The Council of the Academy may appoint a committee consisting of three members— two representatives of each Section—mandated to propose, in writing to the Council of the Academy, a candidate or candidates for membership in addition to those proposed by the Sections.

Election of candidates

4. (a) From the list of candidates proposed under regulation 3(a) the Section shall, by secret ballot and by a two-thirds majority of those present at the voting, whose attendance has been duly recorded, elect the candidates that they recommend for membership in the Section, subject to regulation 2, above. The quorum at the meeting for the election of candidates shall be a majority of the members of the Section present in Mesopotamian countries such as Turkey, Iraq, Syria and Iran as well as neigbouring countries in region at the time of the vote. Candidates thereby recommended shall be brought for election at General Meeting of the Academy.

(b) From the list of candidates proposed under Regulation 3(b), the Council shall, by secret ballot and by unanimous vote of those present at the voting, elect the candidate or candidates to be proposed for final election by the General Meeting of the Academy; the Council shall determine to which Section the candidate shall belong when finally elected; the quorum at the voting for the election of a candidate under this sub-regulation shall be three of the following four: the President, the Vice-President and the two Sections Chairpersons. Candidates elected by this regulation shall be brought, for final election, to the General Meeting of the Academy. Members elected by this procedure are entitled to select, in consultation with the President, the Section that they will join

Election of new members

5. The list of candidates, as determined by regulations 4a and 4b, shall be voted upon at the General Meeting of the Academy. The quorum required for the election of members is one-half of the number of members present in Mesopotamian region countries at the time of the meeting. Voting shall be held by secret ballot on one ballot sheet. A two-thirds majority of those whose attendance at the meeting has been duly recorded and are entitled to vote is required for election.

Notice of election

6. The President of the Academy shall pronounce the election of the new members after having received their consent; the membership of new members shall begin on the day that their consent to serve as members of the Academy has been received.

Foreign members

7. (a) Non-resident members shall be elected in the manner prescribed in regulations 3 through 6, and, when visiting Headquarter or one of its affiliated offices  , they shall be entitled to attend General Meetings of the Academy and the meetings of the Section to which they belong, but without a right to vote.

(b) The number of foreign members shall not exceed ten percent of the number of Academy members who are not foreign members. In any given year, no more than two foreign members may be elected in each of the Sections.

Chapter Two: Meetings of the Academy

The General Meeting

8. (a) The Academy shall convene for a General Meeting at least twice each year every each march and july of the Academic calendar  shall discuss matters within its competence according to section 11 of the Academy Law. Each year, one meeting shall be devoted to the election of new members, and, as may be necessary: the election of a candidate for President, the election of the Vice-President. Should the number of candidates exceed three, the entire meeting shall de devoted to the election process.

(b) Similarly, one meeting each year shall be devoted to a deliberation on the Annual Report of the Academy, the Audit Committee’s report, financial reports and the budget.

(c) The Chairperson of the meeting shall be the President, and in the absence of the President, the Vice-President.

(d) Additional meetings of the membership may be convened pursuant to a resolution of the Council, to hear scientific lectures or for the discussion of matters or developments that should not be delayed. A special meeting shall also be convened upon the written request of no fewer than fifteen members of the Academy. The Council shall respond to such requests in a timely manner.

The quorum for a General Meeting

9. (a) The quorum for General Meetings of the Academy shall be a one-half of the members of the Academy present in Headquarter office or in its affiliated office where General assembly meeting will be held  at the time of the meeting, except in those cases for which a different quorum is stipulated by this Charter.

(b) In the absence of a quorum at the time set for the General Meeting, the Chairperson may disperse the meeting for two hours  and then reconvene it. The General Meeting shall then be considered legal, with any number of members present. In the absence of the legally mandated quorum, new members shall not be elected nor shall the President or Vice-President be elected and members of the Audit Committee shall not be elected.

(c) Each member whose presence at the meeting has been duly recorded prior to a vote shall be counted in the quorum required for the vote. A member whose presence has been recorded and did not participate in the vote will be considered as abstaining.

Notice of General Meetings

10. Notices of General Meetings shall be sent to the members of the Academy by post or, with the agreement of the member, by electronic mail, at least 30 days before the date of the meeting and shall include the agenda of the meeting

Closed and open meetings

11. The sessions of the General Meeting shall be closed to the public. In a year during which new members were elected, an open meeting shall take place at which the new members shall be introduced to the public The Council of the Academy may convene additional open meetings.

Voting at General Meetings

12. As a rule, voting at General Meetings shall be by a show of hands, except in a case for which a secret ballot is stipulated by this Charter, or in which five members, who are not foreign members, have demanded that the vote be conducted by secret ballot. Resolutions shall be passed by a simple majority of those present, except in a case for which this Charter prescribes a larger majority. In the event of a tied vote, the Chairperson shall have an additional decisive vote.

Voting results

13. The results of the voting shall be announced by the President and the minutes of the meeting, approved by the President, shall be considered corroboration of the results of the vote. Should the chairperson be unable to confirm the minutes, the Vice-President shall confirm them.

Validity of election results

14. The validity of decisions of the Academy shall not be affected by an inadvertent procedural defect that was discovered post facto; including defects in the process of the appointment or election of a member, or by non-delivery of the invitation to a member.

Meetings of the Sections

15. (a) Each Section shall hold at least two meetings annually, convened by the Chairperson of that Section. Depending on the circumstances, one meeting shall be devoted to the election of candidates for membership of the Academy, the election of Chairperson of the Section and the deputy Chairperson. Such meeting shall take place at least thirty days before the meeting of the General Assembly at which new members will be elected. The quorum for the meeting of the Section is one-half of the members of the Section who are at headquartering office of BEN- MAAS the time of the meeting.

(b) The Chairperson of each Section may call additional meetings of the Section; and is obligated to do so, in a timely manner, upon the request of five members of the Section.

(c) Notice of Section meetings shall be sent to the members of the Section by post or, with the agreement of the member, by electronic mail, at least 21 days before the date of the meeting. Under extenuating circumstances, invitations may be sent to the members closer to the time of the meeting, but at least two weeks prior to the meeting. The Chairperson of the Section may, in special circumstances, request that members attend a meeting on shorter notice. The invitation shall include the agenda of the meeting.

(d) At the invitation of the Chairperson of the Section, an individual who is not a member of the Academy may present a lecture or take part in a Section meeting.

Chapter Three: Administration 

The President and the Vice-President

16. (a) For the purposes of this Charter, the term “election of the President of the Academy” refers to the election by the General Assembly of the member whom it recommends that the President of Mesopotamian Academy of Arts and Sciences  (BEN MAAS) should appoint as President of the Academy.

(b) The President and the Vice-President shall be from different Sections. In general, the office of president will alternate between the two Sections. The following regulations do not apply to the election of an incumbent president for a second term.

(c) The Vice-President shall be elected by the Academy for the duration of the term of the President.

(d) No later than one year prior to the completion of the term of office of the President and Vice-President, or at such time as one or both of them becomes unable to carry out the responsibilities of the position, each Section shall select—by a process determined by the Chairperson—three Section members to serve on a search committee whose duty will be to recommend to the plenum candidates for the vacated positions(s). Every member is entitled to submit recommendations for membership of the Search Committee. Members of the Council are ineligible for membership of the Search Committee. Members of the Search Committee shall select a Chairperson from among themselves. The Search Committee may recommend more than one candidate for a particular position. Four votes are required to approve decisions of the Committee. The membership of the Academy shall be informed in writing of the Search Committee’s recommendations at least 45 days before the election meeting.

(e) In addition to the above procedure, any five members of the Academy may, together, submit nominations for the two positions. Such nominations shall be submitted to the Academy Secretariat at least 30 days before the election meeting and the membership of the Academy shall be informed in writing of these nominations at least 21 days before the election meeting. The Chairperson of the Search Committee shall conduct that portion of the General Meeting that is devoted to the election of the President and Vice-President. The Chairperson shall present both the nominations of the Search Committee and of Academy members.

(f) The election of the President and Vice-President is for a Five -year term and shall be conducted by secret ballot with a simple majority of those eligible to vote, whose presence has been duly recorded. Should no candidate receive a majority of the votes, an additional ballot will be held between the two candidates who received the most votes.

(g) The President and the Vice-President shall not serve for longer than three consecutive terms.

(h) Should the membership of the President or the Vice-President terminate or if either one is permanently unable to carry out his/her functions, a Special General Meeting will be called at which a candidate for the presidency or vice-presidency of the Academy shall be chosen in accordance with the provisions of section 7 of the Academy Law and sub-regulations 16(a-g) of this Charter, above.

(i) In general, the first day of March 1 shall be considered the first day in office of the President, Vice-President and members of the Council.

(j) The incumbency of the outgoing Vice-President is terminated at the time of the appointment of the newly elected President.

Chairpersons of the Sections and their deputies

17. (a)The Chairpersons of the Sections shall be elected by the Sections for a term of three years by a simple majority in a secret ballot election. Groups of at least three members are eligible to propose candidates for the position of Chairperson. Should no candidate receive a majority of the votes, an additional ballot will be held between the two candidates who received the most votes.

(b) The Chairperson shall not serve for longer than two consecutive terms.

(c) A Deputy Chairperson shall be elected for each of the Sections, for the same term as the Chairperson, in a procedure determined by the Chairperson.

Voting at Council meetings

18. Voting at meetings of the Council shall be by a show of hands only and a simple majority shall pass the resolutions, unless there is a contravening provision in this Charter. In the event of a tied vote, the President shall have the deciding vote. The signature of the President or of the Acting President on the minutes of meetings, including the decisions, shall serve as prima facie corroboration of the correctness of those minutes.

Quorum for Council meetings

19. The quorum for the meetings of the Council shall be minimum five members.

Committees

20. The Council shall determine the roster of permanent committees functioning at the Academy and shall appoint the members of the committees and their chairpersons. Chairpersons shall not serve for longer than two consecutive terms. The Council may, at its own initiative or upon recommendation by the Sections, appoint ad hoc committees and sub-committees to deal with problems connected with the functions of the Academy, or other issues that it deems worthy of examination by a committee. Non-members of the Academy may be appointed to such committees. The Council shall appoint representatives of the Academy to serve, as required, on public institutions, international organizations and other bodies. Said representatives need not be members of the Academy.

The Administrative Director

21. (a) Administrative Director (hereinafter called "the Director") shall not take part in, or have the right to vote at, deliberations concerning his/her appointment or dismissal or deliberations under Regulation 4(b).

(b) In the event of the Director no longer serving in that capacity or his being unable to fulfill his obligations, the other members of the Board shall appoint a substitute for the Director or an Acting Director, who shall serve in the capacity of the Director until the appointment of the new permanent Director. 

Authorized signatories

22. (a) The signatures of two members of the Council, or the signature of the substitute Director, or of the Acting Director jointly with the signature of one of the other members of the Council, shall be binding in administrative and financial matters.

(b) The Council may confer the right of signature on members of the Academy who are not members of the Council, who are authorized in that behalf by a resolution of the Council.

General procedures

23. The General Meeting shall, upon the proposal of the Board, prescribe rules and provisions for its work and the work of the Sections and committees.

Chapter Four: Internal Audit

The Audit Committee

24. The General Meeting shall elect an Audit Committee, comprising members of both Sections. The Committee shall select a Chairperson from among its members.

The Auditor

25. (a) From time to time, as it sees fit, the Board shall invite a person not in the employ of the Academy to inspect the administrative affairs of the Academy (henceforth: the Auditor).

(b) The Internal Auditor shall inquire into whether the Administration has acted in accordance with the law and its instructions, and whether the authorities of the Academy and its employees have conducted themselves in conformity with the principles of proper administration.

(c) In fulfilling his/her task, the Internal Auditor shall not be subject to the authority of any body or person in the Academy, nor shall s/he be dependent upon any such body or person.

(d) The Internal Auditor shall submit a report to the Audit Committee detailing the findings of his/her inspection. Should the audit reveal any defects, recommendations for their correction and future prevention shall be incorporated into the report. Simultaneously, the Director shall submit to the Audit Committee a document elucidating the response of the Academy secretariat to the findings and a delineation of the steps to be taken to redress said defects. The Council shall inform the membership of the audit findings and of the response by the secretariat.

General rules

Amendments to the Charter

26. The membership may, with a majority of two-thirds of those eligible to vote whose attendance has been duly recorded, amend this Charter, add to its regulations or detract from them. Such changes shall take effect subsequent to discussions with the Minister responsible for implementation of the Academy Law.

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