DONATION
DONATION
APS

Constitution

The constitution

ARTICLE I. NAME

Section 1: This Society shall be known as the African Primatological Society, abbreviated APS (hereinafter “The Society”).

ARTICLE II. PURPOSES

Section 1: The mission of The Society is to promote primate research and conservation on the African continent, with a greater involvement and lead efforts of Africans to better understand and protect African primates and their habitats.

Section 2: The Purposes of The Society shall be to:

  1. Consolidate existing African regional and /or national organisations related to non-human primates;
  2. Promote the research, study and conservation of non-human primates in Africa;
  3. Raise public awareness of the importance of non-human primate research and conservation to the African community;
  4. Facilitate communication between members of The Society and decision makers in the public, private and non-governmental sectors;
  5. Enhance African leadership in global primate conservation practices and policies;
  6. Promote the dissemination of information on primate research and conservation in Africa (e.g. through a newsletter, radio, tv, social media, etc.)

ARTICLE III. INCORPORATION AND AFFILIATION

Section 1: The Society shall be incorporated as a not for profit organisation headquartered at the Centre Suisse de Recherches Scientifiques en Côte d’Ivoire (CSRS).  The headquarters of the Society may by recommendation of the Executive Council and approval by the General Assembly be moved to another institution and /or country within Africa.

Section 2: Though independent and not under the influence of any national, regional or international body, The Society’s’ purpose aligns with the International Primatological Society (IPS) mission, i.e. to encourage all areas of non-human primatological scientific research, to facilitate cooperation among scientists of all nationalities engaged in primate research, and to promote the conservation of all primate species.

Section 3: Affiliation and collaboration, with other bodies, shall be decided upon by the Executive Council (hereinafter “Council”).

ARTICLE IV. MEMBERSHIP

Section 1: The Society shall consist of individual, institutional, life, student, and honorary members. Membership applications shall be voluntary and subject to approval by the Council. All members have a single vote in all Society elections and other matters requiring a vote. The eligibility criteria are as follows:

  1. Individual Member: Any person who supports the mission of The Society is eligible for an individual membership.
  2. Institutional Member: Any institution (such as, primatological societies, zoos, universities or biomedical research organisations) that supports the purposes of The Society. Each institutional member will have a voting seat in Council meetings.
  3. Life Member: Any individual or institutional member who pays a life membership fee equal to 10 times the annual regular membership dues is eligible for a life membership.
  4. Student member: Any person who supports the mission of The Society and is a registered student at a university or college is eligible for a student membership.

Honorary member: Any person who is in the position to be an Ambassador of good will of the Society is eligible for an honorary membership.

Section 2: Membership may be terminated by direct request of the member, failure to pay dues, death, the action of the Council, or dissolution of The Society. A member excluded from The Society by the decision of Council may appeal against such decision to the General Assembly. The appeal is to be sent as a registered letter to the President within thirty (30) days after being notified of the exclusion. Terminated members are not entitled to refund of dues.

ARTICLE V. ORGANISATION, OFFICERS and DUTIES

Section 1: The functional bodies of The Society shall be The General Assembly and the Executive Council.

Section 2: The General Assembly shall consist of all members of The Society. The General Assembly has the following non-delegable powers:

  1. approval of the annual report of the President, the annual Society Work Plan, the annual financial statement and the budget as well as the discharge of Council;
  2. election and removal of members of the Council;
  3. amendments to the constitution of The Society;
  4. resolutions regarding the liquidation of The Society and its assets;
  5. resolutions regarding appeals pursuant to Art. 4 section 2;
  6. resolutions regarding all items on The Society General Assembly agenda;
  7. resolutions regarding items under its authority subject to the Articles of Society or subject to
  8. the Law(s) of hosting country.

Section 3: Council constitutes the Officers of The Society and comprises the President, Vice-President appointed by the President, Secretary General, Treasurer General, and Communication Secretary, as well as four committee chairs appointed by the President with the advice and consent of other elected officers and approval of the General Assembly. These officers shall lead the Research & Conservation, Education & Training, Captive Care & Breeding, and Membership and Election committees and agree to serve The Society voluntarily.

Section 4: The Council shall decide on all matters concerning the:

  1. strategic objectives of The Society;
  2. management of The Society with reservations to the powers exclusive to the General Assembly;
  3. supervision of The Society’s operations and appropriation of resources;
  4. representation of The Society vis-à-vis third parties
  5. fixing of membership dues;
  6. selection of the place and time of General Assembly meetings;
  7. resolutions regarding the:

✓ admission and exclusion of members with reservation to the right of appeal to the General Assembly;

✓ conclusion of contracts (e.g. Memorandum of Understanding or  sponsoring agreements);

✓ granting of signatory power to members of Council and other officers or employees of The Society;

✓ other matters as passed by the General Assembly

Section 5: The President shall act as Chief Executive Officer. The duties of the President shall be to:

  1. prepare the annual report of The Society;
  2. preside over meetings of Council;
  3. appoint committees, and members, as directed by Council or prescribed by this constitution;
  4. act as spokesperson for The Society;
  5. sign all official Society correspondence;
  6. advance the purposes of The Society.
  7. coordinate the fundraising for The Society

Section 6: The duties of the Secretary General shall be to:

  1. take over the responsibilities of the President whenever the President is unable to carry them out;
  2. keep the records and archives of The Society and the list of members;
  3. give notice of Council meetings and the General Assembly meetings;
  4. take minutes of Council meetings and the General Assembly meetings and to distribute these to the Council in a timely manner;
  5. advance the purposes of The Society

Section 7: The duties of the Vice-President shall be to:

  1. Assist the President in its duties;
  2. Represent the president or the Secretary general in case of vacation;
  3. Advance the purposes of The Society.

Section 8: The duties of the Treasurer General shall be to:

  1. administer all Society funds;
  2. disburse funds as directed by Council;
  3. present an audited financial statement to the General Assembly meeting.
  4. advance the purposes of The Society.

Section 9: The duties of the Communication Secretary shall be to:

  1. organise social and fundraising activities of The Society;
  2. maintain The Society’s website and social media accounts;
  3. ensure accurate and sufficient communication of The Society’s activities on its official website and social media platforms;
  4. advance the purposes of The Society.

Section 10: The duties of the Committee chairs shall be to:

  1. appoint at least 4 members and up to 14 members of the chaired committee the total number of members per committee being and odd number;
  2. advise the Council as to how to advance the purposes of The Society;
  3. chair committee meetings;
  4. advance the purposes of The Society.
ARTICLE VI. ELECTIONS

Section 1: Eligibility for an elective post shall be as follows:

  1. Elective membership shall be limited to Africans.
  2. A seat at the Council shall be limited to Africans and African Residents.

Section 2: Election of Officers of The Society shall be carried out within three months prior to the General Assembly meeting. The Membership and Election Committee shall publish a list of unfilled positions and a call for nominations via The Society’s official website and social media accounts at least months prior to the General Assembly meeting. Voting shall be by email and/or electronic balloting of the membership. The Committee shall provide the names of two or more candidates for each office who are Members in Good Standing and who are willing to serve in the capacity for which they have been nominated. In the case where only a single member of The Society is willing to serve, the electorate shall vote to approve or disapprove. A simple majority of votes cast for each office shall be necessary for election. The Elections Committee shall record the vote and notify the candidates and Council of the results. Election results shall be announced to members at least 3 weeks before the General Assembly. In the event that the election cannot be completed by email ballot, the election will be conducted at the general meeting of The Society. In the event of a tie vote for any office, the Secretary-General shall poll the members of Council to resolve the tie.

Section 3: The term of office for all officers shall be for a four-year period renewable once and shall begin at the end of the General Assembly of The Society held after their election. No Member may hold two offices concurrently.

Section 4: In the case where an office becomes vacant before the end of the usual term, the said office shall be temporarily filled, pending election, by appointment of Council upon recommendation from the President, and persons so appointed shall hold office until their successor shall have been elected. The general Assembly will be duly informed by email of any such decision.

Section 5: Committee chairs shall serve for the same period as the Presidents by whom they are appointed. Committee chairs may be reappointed, but they typically will not serve more than two consecutive terms on the same committee.

ARTICLE VII. MEETINGS

Section 1: The General Assembly Meeting convened by the Council shall hold every odd year, ordinarily in August or September. Meeting venues shall alternate between different African countries as much as possible. The date and place of such meetings shall be established by the Council following a competitive bidding process. Meetings shall include plenary presentations, symposia and contributed papers, poster sessions, training programs, and student competitions.

Section 2: Council meetings shall be held in conjunction with General Assembly meetings. A prior and post-General Assembly Council meeting shall be held. The president shall convene emergency Council meetings when necessary. Such meetings shall either be in person or virtually through the internet.

Section 3: Standing committees shall perform continuing functions of The Society requiring action between General Assembly meetings. The chair of each standing committee shall report to The Society at each General Assembly meeting.

Section 4: A quorum for the Council meeting consists of the President and at least three other members of the Council. All members of the Council have a single vote in all business. Minutes of Council meetings shall be made available to the membership in a timely fashion by the Secretary General.

Section 5: A quorum for the enactment of the routine business of the General Assembly shall consist of the President or Secretary General and at least 20% of voting members in good standing. All motions and resolutions not of a routine nature will be submitted to the President in writing at least one week before the General Assembly. Passage of any motion or resolution proposed at the General Assembly requires a simple majority of voting members present. Any motion, whether it has passed or failed, may, on the demand of one individual and a second, be put to an email vote of the entire membership. In this event, the Secretary-General will solicit statements from proponents and opponents of the motion and will submit the statements and the motion to the voting membership no later than one month following the meeting. A simple majority of those responding is required for passage.

ARTICLE 8. DUES AND DONATIONS

Section 1: In order to achieve its purposes, The Society shall receive annual membership dues fixed by a majority vote of the Council, and solicit and receive donations in cash and in kind from individuals and institutions provided that all such funds are used exclusively to foster The Society’s mission in accordance with the provisions set forth in these articles.

Section 2: Dues are payable annually or may be made in a lump sum via a lifetime membership payment. Student members who show proof that they are enrolled in an undergraduate or graduate degree program at the time of the payment of dues shall pay one-half of regular dues. The Council shall be empowered to change the annual dues amount, within reasonable limits, as necessary to meet the financial needs of The Society

ARTICLE 9. OTHER PROVISIONS

Section 1: The order of business at the General Assembly shall be as follows:

  1. Reading and approval of the minutes of the previous meeting. The actual reading may be suspended if minutes were distributed online as scheduled and a motion is made and seconded by any member present and approved by the majority.
  2. Report of the Secretary-Treasurer.
  • Statistical summary.
  • Election of nominees to Membership.
  • Financial report.
  1. Report of committees and recommendations of Council.
  2. Consideration of amendments to the Constitution of Society
  3. Approving the vote, welcoming on board the elected officers and handing over ceremony
  4. New and unfinished business.
  5. Reports of representatives to other societies.
  6. Final presentation and vote on resolutions, except for the host resolution.
  7. Selection of next country to host the general assembly.
  8. Other business / Adjournment.

Section 2: Amendments to these Articles of Association, recommended by Council, may be adopted at General Assembly meeting by a two-thirds majority of voting Members and, provided that notice of proposed amendments has been made available to each Member electronically at least one month before the meeting.