Atheist Alliance International Bylaws

Ratified by Extraordinary General Meeting January 15, 2023

The Alliance

1. The vision of Atheist Alliance International (the Alliance) is a secular world where public policy, scientific inquiry, and education are not determined by religious beliefs, but based upon sound reasoning, rationality and evidence, and where individuals who lack religious beliefs enjoy liberty, free speech, freedom of association and freedom to participate openly in public life.
2. The mission of the Alliance is to (i) to speak up for atheist and secular interests at governmental and supranational level organisations; (ii) support and encourage atheistic organizations around the world; (iii) defend atheists from exclusion, persecution, and threats to their lives.
3. The Alliance aims to be governed in a democratic, non-discriminatory and human way, abiding by applicable laws and respecting human rights. Those who serve on its board or any of its committees must agree with and act upon these aims.
4. The Alliance is legally established in the State of California, USA, and is subject to the relevant laws and regulations of that state.

Bylaws

5. Any doubt that may arise as to the interpretation of these Bylaws shall be resolved by the Board.
6. Any Board Director or Member in Good Standing may propose an amendment to the Bylaws. Such a proposal must state the specific new language proposed, indicate the old language to be modified or replaced, and be accompanied by a statement of the reasons for the proposed changes.
7. To be adopted, amendments to the Bylaws must be passed by at least a Super-Majority of votes cast at a General Meeting or an Annual General Meeting.

Definitions

8. In these Bylaws:

“Board” means the body consisting of the Board Directors as elected in accordance with these Bylaws.

“Board Director” means a member of the Board and includes Officers.

“Officer” means a Board Director who is the President, Vice President, Treasurer or Secretary or any other position held by a Board Director who is deemed to be an Officer by the Board.

“Member” means an organization that has confirmed general agreement to the Alliance’s Vision and Mission and has been accepted by the Board, has not resigned and whose membership has not been revoked.

“Provisional Member” is an organization that has confirmed general agreement to the Alliance’s Vision and Mission and has been accepted by the Board, has not resigned and whose membership has not been revoked but has not yet demonstrated at least one year of consistent activity.

“Returning Officer” is a person who is not a Board Director or an employee of the Alliance who has accepted responsibility for impartially counting votes cast in a Board Director election.

“Good Standing” means a Member, Provisional Member or Supporter for whom all fees due have been paid in full and their status has not been revoked or suspended by the Board.

“Simple-Majority” means more than half of all votes cast (not counting abstaining votes).

“Super-Majority” means the votes cast in favor must be at least twice the number of votes cast against (not counting abstaining votes).

“First Past the Post” means a voting system in which the nominee with the highest number of votes is elected.

“General Meeting” means any meeting of Members, called on an annual or extraordinary basis in accordance with the procedures set out in these Bylaws, for purposes which may include: approval of the minutes of the last General Meeting, receiving information from the Board in respect of the Alliance’s operations, voting on properly received motions, adoption of the financial statement, and passing statements of Alliance policy. Members eligible to participate in General Meetings may do so in person or through any electronic means approved for that purpose by the Board.

“Annual General Meeting” means a mandatory General Meeting as required by these Bylaws.

“Quorum” is the number of persons who must be present at a meeting for voting to take place. For Board meetings, the Quorum is half of the current number of Board Directors rounded up to the nearest whole number. For General Meetings, the Quorum is one representative each from at least five Member organizations.

Supporters

9. Any person throughout the world who agrees with the Alliance’s Vision and Mission and wishes to contribute regularly towards the expenses of the Alliance may become a Supporter.
10. The criteria for eligibility to become a Supporter may be changed from time-to-time at the discretion of the Board.
11. There may be various classes of Supporter as the Board may from time-to-time determine.
12. The Board shall set the levels of Supporter contributions for each class of Supporter. Contributions are due within 60 days of a reminder being sent.
13. The Board may suspend or revoke any Supporter if it judges that the Supporter’s activities are incompatible with the best interests of the Alliance as a whole or if the relevant Supporter fees are not paid when due.
14. Any Supporter may change their class of support, or may terminate their relationship with AAI, at any time either via their online account or by notifying the Secretary in writing of their intention.

Members

15. Alliance Membership is open to formal and informal organizations that can demonstrate at least one year of consistent activity. Formal organisations have members, a formal management structure, and a written constitution or bylaws. Informal organizations include, but are not limited to, Facebook, Instagram or similar social media pages, YouTube channels, debating groups, support groups and podcasters. Formal and informal organizations with less than one year of consistent activity may be accepted as Provisional Members.
16. All Member and Provisional Member organizations must be atheistic in nature (by any name, including humanist, secularist, freethinker, rationalist etc.), currently active and be in general agreement with the Mission and Vision statements of the Alliance.
17. Applications to become an Alliance Member or Provisional Member, and for uplift from Provisional Member to Member, will be subject to review and approval by the Board. Any Provisional Members refused uplift may appeal at the next AGM.
18. All membership applications must include a completed application form, a statement that the organization subscribes to the Alliance’s Vision and Mission and details of the applicant’s activities. Formal organizations must provide their bylaws, constitution or similar document, and their membership figures. Informal organizations must provide links to their online presence in such a way that activity may be viewed by a Board Director, or they must provide other evidence of their activity. The Board has the discretion to waive or vary application requirements when it deems safety or security factors justify it.
19. The Board may waive or reduce fees for any organization if it is satisfied that the organization suffers financial hardship, and its membership would be of benefit to the Alliance.
20. Membership fees must be paid in full within 60 days of an invoice being sent. The Board may suspend any organization whose fees remain unpaid by this time.
21. The criteria for Membership may be changed from time-to-time at the discretion of the Board.
22. Member organizations must operate in an ethical and democratic manner and must not act to bring the Alliance into disrepute. The Board may suspend or revoke the membership of any organization that does not comply with these requirements. Any member so sanctioned may appeal at the next AGM.
23. If an organization’s membership is suspended or revoked, or its application for membership is refused by the Board, it may, upon request, have the decision voted on at the next General Meeting. If the Board’s decision is overturned by a Simple-Majority of the votes cast at a General Meeting the organization will be reinstated or approved for the appropriate level of membership.
24. Any organization wishing to terminate its membership can do so by notifying the Secretary in writing of its intention and the effective date of the termination.

Board of Directors

25. The Alliance is managed by a Board of Directors, elected by its Members. The Board has full executive authority and responsibility for the operations and activities of the Alliance subject to compliance with the provisions of these Bylaws.
26. The Board will comprise a minimum of four Directors and a maximum of 15. Up to six Directors are Regional Directors, one from each of the regions – North America, South and Central America, Europe, Asia, Africa and Australasia. Up to nine Directors shall be At-Large Board Directors.
27. Officers shall be as follows: President, Vice President, Secretary, Treasurer. The  President may not hold more than one Officer position.
28. The Board may create or abolish Officer positions from time to time as it deems appropriate, except for the positions of President, Secretary and Treasurer.
29. The Board may determine roles that would support the effective management of the organization and allocate these roles to Board Directors. Such roles may include fundraising, membership, systems, advocacy and so on. At-Large Board Directors who are not Officers are expected to agree to undertake at least one such role unless there are extenuating reasons. Regional Directors and Officers are free to undertake such roles if they wish. The Board may change these roles, or the allocation of roles, at any time.
30. The President of the Alliance shall be the chairperson of meetings of the Board. In the absence of the President, the Vice President shall so act. If at any meeting, neither the President nor the Vice President is present, the Board Directors present must choose an alternative chairperson for the meeting.
31. The Board may meet and otherwise dispatch its business and regulate its meetings as it sees fit but must hold at least six scheduled meetings per year to which all Board Directors are invited. Meetings of the Board may include in-person meetings, teleconferences, video conferences or other formats as the Board chooses.
32. Only Board Directors are eligible to vote at Board Meetings.
33. Board business is decided by Simple-Majority voting as long as a Quorum is present. The Chairperson shall have a tie-breaking vote if necessary.
34. Meetings of the Board may be called by the President, Vice President, Secretary or by any two Board Directors. The Board Directors requesting such a meeting must indicate the topic to be discussed and state the date and time of the meeting and the reason why a special meeting should be convened.
35. The Board may delegate any of its powers to committees consisting of Board Directors and others as it thinks fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed upon it by the Board.
36. Only the President and any other persons specifically designated by the Board as the President’s agents for this purpose, may communicate or purport to communicate officially on behalf of the Alliance.

Election of Directors

37. Elections for Board Directors shall be held immediately before each Annual General Meeting and election results shall be announced at the Annual General Meeting.
38. Elections shall be held for all vacant Board roles and for all roles for which the incumbent’s two-year term has expired.
39. Board Directors are elected by Members in Good Standing using an electronic process determined by the Board.
40. Members, Provisional Members and Supporters shall be given reasonable notice of any upcoming Board Director election and a reasonable opportunity to propose candidates for the available positions. Nominations for vacant and new Board Director roles must be submitted to the Secretary in writing at least four weeks in advance of the proposed election.
41. Nominations for Board Director roles may be made as follows:
    1. Any Board Director may nominate candidates for At-Large roles and Regional roles.
    2. Any Member in Good Standing may nominate candidates for At-Large roles and for Regional roles but only one Regional nomination is allowed per Member and it must be for the Member’s own region.
    3. Any Supporter in Good Standing may nominate themselves for any role.
    4. Nominations must be seconded by a Board Director or a Member in Good Standing.
    5. Any nominee may refuse their nomination.
42. Board Directors must satisfy the following minimum criteria:
    1. Sufficient competence in reading and speaking English to be able to participate in Board discussions.
    2. Be a Supporter in good standing.
    3. Have access to reliable internet connectivity.
    4. Be available to attend monthly Board meetings and any committees to which they are appointed.
    5. Possess skills deemed valuable to the organization.
43. To ensure that nominees meet the criteria for Board membership, the Board shall carry out authentication checks before adding nominees to the ballot. The Board is responsible for carrying out checks in a fair and impartial manner. The Secretary shall notify nominees and their proposers of the outcome of the authentication checks no less than two weeks before the election. Authenticated nominees shall be invited to submit campaign material which shall be displayed on the Alliance’s website. Any non-authenticated nominee has a right to appeal at the next AGM.
44. Ballot papers showing all the available roles and the available candidates shall be sent electronically to Members in Good Standing no less than one week before the election date. Such Members have one vote for each available role and may vote for all At-Large roles but may only vote for the Regional role within their own region. Completed ballot papers must be received by the Returning Officer by the stated deadline. Late votes will not be counted.
45. The Returning Officer shall count the votes and determine which candidates have been successful on a First Past the Post basis. Candidates must receive at least one vote to be elected, even if unopposed for a role. If two or more candidates receive an equal number of Member votes for a role, the Board shall have a tie-breaking vote. If no candidates receive any votes for a role, the Board may either select a candidate from the ballot paper or choose to leave the role open. Newly elected Board Directors may take up their positions immediately after the results have been announced.
46. Notice of Board Directors duly elected shall be posted to the Alliance’s website.
47. Board Directors shall serve a term of two years up to the AGM following the expiry of their second year and are eligible for re-election when their term expires.
48. There shall be no limit to the number of terms a board member may serve. For purposes of continuity, approximately half the Board shall be elected every two years.
49. All Board Directors will be subject to a performance review whenever a Director’s performance gives rise to concern. Performance reviews shall be carried out by the Board. Based on the review, a Board Director who is deemed deficient in meeting their responsibilities on the Board may be required to step down if a motion to do so is approved by a Super-Majority of the Board.
50. A Director who is absent from three consecutive regularly scheduled board meetings, or four within a one-year period, without an acceptable excuse, shall be deemed to have stepped down from the Board.
51. The board may appoint persons to any vacancies that arise between Annual General Meetings but any such appointees must face election at the next AGM.

Election of Officers

52. The Board shall choose the Officers at the first Board Meeting after an election. Otherwise, elections of Officers may be conducted at the discretion of the Board.
53. If only one person is nominated for any Officer position, they do not face election and are appointed to the position.
54. If more than one person is nominated for any Officer position, then Board Directors will vote for each such person on a First Past the Post basis. In the event that no candidate achieves a majority from such a vote, then all but the two candidates who received the most votes will be eliminated, and a second round of voting undertaken, with the candidate who then achieves a Simple-Majority of votes in favor being elected. In the event of an equality of votes between the two final candidates, provided the Chairperson is not a candidate for the position, the Chairperson shall have an additional or casting vote.
55. Notice of Officers so elected shall be posted on the Alliance’s website.

General Meetings

56. The Alliance shall hold an Annual General Meeting each calendar year and not more than 18 months after the last Annual General Meeting.
57. The Board, or any five Members in collaboration, may request an Extraordinary General Meeting (EGM) to be held by writing to the Secretary. Petitions for an EGM must state the motion(s) to be discussed and the reasons why they must be treated as an emergency. The Secretary will grant an EGM only if the matters on hand are critical to the Alliance and cannot reasonably await the next AGM.
58. At each Annual General Meeting, the Board shall prepare a report for attendees setting out the main activities of the Alliance since the last Annual General Meeting and proposed activities for the coming year. The presented documents shall be made accessible to Members.The report shall include a report on the elections held before the General Assembly for the Board of Directors, including participants in this election, number of votes cast and votes received. Financials will be provided.
59. Board Directors and Members in Good Standing may propose motions for discussion at a General Meeting. Motions must not involve contravention of the Bylaws and must be submitted to the Secretary at least four weeks prior to the date of the meeting. Motions shall be voted on by Board Directors and Members and be passed by a Simple Majority. The Board may use its discretion on how to act on motions that require significant human or financial resources.

59. The Secretary will present to all Members and Affiliates a complete agenda no later than two weeks prior to the date of the General Meeting.
60. Each Member in Good Standing is entitled to send one delegate to General Meetings and Annual General Meetings.
61. No business shall be transacted at any General Meeting unless a Quorum is present.
62. Representatives participating in a General Meeting in person, by proxy or through such electronic forums as the Board approves will be considered present, hold their allocated voting rights and count towards a Quorum.
63. Any Member unable to attend a General Meeting may authorize another Member or the President of the Alliance to cast a proxy vote on its behalf, provided that the Secretary is notified of this arrangement by the Member in advance of the vote.

Executive Director

65. The Alliance may engage an Executive Director who shall be empowered to run the day-to-day business of the Alliance and shall report to the President of the Alliance, or such other Board Director as the President may nominate.
66. The Board is responsible for setting and overseeing a search and selection process for recruiting the Executive Director. However, the process may be delegated to a committee of Board Directors supported by such other persons as the Board deems appropriate.
67. The Executive Director shall be appointed by a Super-Majority vote of the Board, serves at the pleasure of the Board, and is subject to annual reviews by the Board. The Board is responsible for setting the amount of remuneration for the position, if any, and such other terms and conditions of employment as it sees fit and are legally required.
68. The Executive Director is an ex officio member of the board with no vote and may be excused from any meeting at the discretion of the Board.

Accounts

69. The Board shall cause proper accounts to be kept, showing: all money received and expended by the Alliance; all sales and purchases of goods and services by the Alliance; and the assets and liabilities of the Alliance. The accounts shall be such as are necessary to give a true and fair view of the state of the Alliance’s affairs and to explain its transactions.
70. The Alliance’s financial year shall end on 31 December.

Indemnity

71. Each Board Director of the Alliance shall be indemnified by the Alliance against any claim against them, provided that the act committed or omission made that led to such claim, arose out of the Director’s lawful discharge of their duties for and on behalf of the Alliance.
72. The Alliance will pay the costs and expenses incurred by the Director or for which that Director is liable (as reasonably evidenced by such Director) that arise from a claim as set out in clause 71.

END