Foundation: 26 March 2019

Version: 1.0 : 26 March 2019

Version: 2.0 : 19 July 2019

Version: 2.1 : 20 September 2019

Version: 3.0 : March 2021

Version : 4.0 : 18 March 2022

This updated Constitution was approved and accepted by members of AfAS at the African Astronomical Society (AfAS) General Assembly held at the South African Astronomical Observatory in Cape Town, South Africa, and virtually on 18 March 2022.

PREAMBLE

At the 2010 launch of the African Physical Society in Dakar, astronomers from across the continent and the African diaspora resolved to form the African Astronomical Society. Following this meeting, a whitepaper on the formation and the structure of the African Astronomical Society was drafted and disseminated. An Interim Working Group was formed to carry out the formation of the African Astronomical Society at the IAU Symposium in Ouagadougou. The initial Constitution of the African Astronomical Society (AfAS) was agreed to and signed by the members of the Interim Working Group at Ouagadougou, Burkina Faso, on 16 December 2010. The interim Working Group consisted of members from Algeria, Burkina Faso, Cameroon, Ethiopia, Gabon, Ghana, Kenya, Mauritius, Morocco, Nigeria, South Africa, Uganda, and the U.S.A. AfAS was officially launched at the 2nd Middle East and Africa Regional IAU Meeting in Cape Town, South Africa, in April 2011. However, AfAS had not been an active organisation since its inception, and in 2017, at the 4^th Middle East and Africa Meeting in Ethiopia, it was decided to bring together stakeholders and relaunch AfAS. In March 2019, the Astronomy in Africa meeting was held for this purpose at the South African Astronomical Observatory in Cape Town, South Africa. At that meeting, this revised Constitution was approved and accepted by delegates. It was drafted with the key objective of developing Astronomy and Human Capacity throughout the continent of Africa through a vibrant and active AfAS.

1. The Society

1.1. Name

The name of the society (hereinafter referred to as “The Society”) shall be the “African Astronomical Society” (AfAS).

1.2. Vision

A globally competitive and collaborative astronomy community in Africa

1.3. Mission

To be the voice of astronomy in Africa and to contribute to addressing the challenges faced by Africa through the promotion and advancement of astronomy.

1.4. Objectives

The Society will fulfil its vision and mission by:

cultivating collaboration among countries in Africa as well as collaborations between Africa and the rest of the world.
supporting collaborative international astronomical activities and projects in Africa
encouraging involvement in and collaboration with relevant organisations both within Africa and internationally
encouraging an appreciation of the significance of astronomy for society by countries in Africa, as well as the African Union (AU)
serving as the interface between the AU and astronomy-related activities
encouraging governmental and intergovernmental (AU) investment in astronomy-related activities
encouraging the use of astronomy for socio-economic development
strengthening the teaching of science, technology, engineering and mathematics in schools and the public through the use of astronomy and related fields
using astronomy to attract African youth into science, technology, engineering and mathematics careers
providing mentorship, leadership and guidance to early-career astronomers
increasing the number of African astronomers as well as the number of astronomers working in Africa
organising meetings and events pertaining to astronomy and related fields
highlighting and disseminating the scholarship of African astronomers in the public domain, and career opportunities for emerging astronomers
publish articles so as to promote research in astronomy and astrophysics
facilitating the use of existing African and other international astronomical facilities, and, where necessary, the development of new astronomical facilities in Africa
safeguarding astronomical sites in Africa
identifying and preserving indigenous astronomical knowledge
oversee all astronomical activities within the ambit of the Society
inspire and retain underrepresented groups, including women, to study astronomy

1.5. Values

The activities of the Society shall be guided by the following values:

Excellence – the Society shall strive towards world-class excellence in Astronomy and all its aspects;
Transparency – the Society shall conduct its affairs in a transparent manner;
Accountability – the Society shall be accountable to all its stakeholders
Responsiveness – the Society shall be an organisation that is responsive to its changing environment;
Relevance – the Society shall be relevant to the scientific and developmental needs of Africa;
Participation – the Society shall encourage the participation of members in its affairs, be inclusive in its dealings with the membership, and shall interact freely with other organisations and the general public in order to advance its goals;
Service-oriented – the leadership of the Society should aim primarily to serve the astronomy community in Africa and not hold positions for the sake of status;
Ethics – the Society shall play a leading role in ensuring the professional competency and integrity of astronomers;
Humility – there should be due recognition of the work of others in developing astronomy in Africa. Every attempt should be made to collaborate, rather than compete, with other relevant initiatives on the continent.
Intellectually free – the Society shall respect and promote academic freedom and freedom of expression.
Diversity, inclusion and non-discrimination – the Society shall respect and promote diversity, inclusion and non-discrimination.

1.6. NPC Voluntary Association

The Society is a voluntary not for profit and public benefit association for astronomy in Africa:

It is a legal entity separate from its members and registered as a not for profit company.
No profits shall accrue or be distributed to its members or office bearers.
The assets and liabilities of the Society will be held separately from those of its members.
Members and office-bearers of the Society are not personally liable for any of its obligations and debts.
The Society shall continue to exist despite changes in its membership.

2. Membership

2.1. Categories of Membership

The membership of The Society shall consist of the following categories:

2.1.1. Full Membership

Candidates for full membership shall be persons who satisfy at least one of the following criteria:

(i) successfully completed a Doctoral Degree in astronomy or a related field; or

(ii) successfully completed a Master’s Degree in astronomy or a related field; or

(iii) successfully completed a Bachelors and/or Honours degree in astronomy or related field and has thereafter for at least five years been engaged in activities related to astronomy; or

(iv) have successfully presented proof of independent or co-authorship of accepted or published referred astronomy paper(s) to the Membership Committee of the Society.

2.1.2. Associate Membership

Associate Membership is open to any professional who is actively involved in the advancement of astronomy and/or related activities. This category is open to amateur astronomers, knowledgeable individuals in activities of astronomical relevance, and other astronomy enthusiasts who do not fall under the categories above.

2.1.3. Student Membership

This category is open to university students of astronomy and related fields.

2.1.4. Honorary Membership

This category of membership may be bestowed upon individuals who have shown an exemplary contribution to the field and/or The Society as judged by the Membership Committee of The Society. Honorary membership may be bestowed upon an individual only upon a two-thirds vote of the Executive Committee and a majority vote of the General Assembly.

2.1.5. Institutional Membership

This category is open to astronomical research institutes, such as observatories, and organisations that conduct astronomical activities as part of their primary goal, such as planetaria. It is also open to universities that teach astronomy or are significantly involved in astronomy in some way. Institutional Membership may be bestowed upon an institution only upon a two-thirds vote of the Executive Committee and a majority vote of the General Assembly.

2.1.6. National Membership

This category is open for African countries to be members through a national committee as supported by the government of that country. National Membership may be bestowed by the Society upon the establishment of that country’s national committee and upon a two-thirds vote of the Executive Committee and a majority vote of the General Assembly.

2.2. Membership fees

Membership fees and fee categories (e.g. individual or national membership) shall be proposed by the Society’s Membership Committee and approved by the General Assembly.

2.3. Privileges and Obligations of Membership

The Privileges and Obligations of Membership, such as voting rights, code of conduct, right of voting members to call for a referendum, etc., shall be incorporated into the constitution and bye-laws of the Society.

3. Structure of The Society

3.1. The Executive Committee

(i) There shall be an Executive Committee of The Society, which shall be diverse (gender, geographical, age, etc.) and representative of the astronomy community in Africa, and consist of 8 voting individuals:

President
Vice-President
Five General Members
Head of Secretariat

(ii) Members of the Executive Committee, with the exception of the Head of Secretariat, who is a full-time senior management employee of the Society, shall be elected by the General Assembly for a period of 3 years. No member of the Executive Committee shall hold office for more than two consecutive terms.

(iii) All members of the Executive Committee must be full members of the Society and must be based and working in Africa and affiliated to an African organisation.

(iv) There shall be the following Ex-Officio non-voting advisors of the Executive Committee:

Immediate past President of the Society
Government representative of the country hosting the Secretariat
Director of the Office for Astronomy for Development (OAD)
Project Manager of the Society

(v) The Executive Committee shall decide, by a two-thirds majority, to co-opt a maximum of 2 additional members. Co-opted members may only serve until the next General Assembly and will have no voting rights.

(vi) The Executive Committee will also appoint Directors of the organisation to satisfy the host country’s legal obligations as a not for profit organisation, such Directors will be appointed as members of the Executive Committee if they are not already committee members, and they will have full voting rights. However, the Executive Committee will have full fiduciary responsibility in the management of the organisation, inclusive of its legal form.

3.1.1. Portfolios of Executive Committee

(i) The President

The President shall be the Chief Executive of The Society and must be a Full Member and elected by the General Assembly. He or she shall normally preside at all meetings of the Executive Committee and the General Assembly. The President is limited to one term in office.

(ii) The Vice-President

The Vice-President will be elected by the General Assembly for only one term of office. In the absence of the President, the Vice-President shall preside over the Executive Committee or General Assembly.

(iii) Head of Secretariat

The Head of Secretariat is a full-time senior management employee of the Society, and his/her duties and responsibilities are as outlined in the job description approved by the President of the Society.

(iv) General Members

The general members of the Executive Committee will be assigned portfolios as determined by the Committee; the portfolios and their assignment will be determined by consensus within the committee. In the event of a deadlock, the President and Vice President, in consultation with the Head of Secretariat, and the ex-officio members of the committee, will decide on the portfolios and subsequent member assignment.

3.1.2 Powers and Obligations of Executive Committee

(i) The Executive Committee shall administer the affairs of the Society in accordance with the Constitution and laws of the host country.

(ii) The Executive Committee shall organise and handle all matters relating to international connections and external relations on behalf of The Society.

3.2. The Secretariat

The Secretariat shall be an Administrative and Operations Office, managed by a full-time Head of Secretariat, under the supervision of the President, which will conduct all the business, administer the funds, and preserve the archives of the Society. The host country for the Secretariat shall be determined through a selection process as defined by the Executive Committee, who will also decide on when to call for proposals to host the Secretariat. The choice of host shall be presented to and ratified by the General Assembly, and there will be a hand-over period of a maximum of 6 months. Any changes to the location of the Secretariat shall be done well in advance in order to allow for a smooth transition. The Office of the Secretariat shall be responsible for the development and implementation of appropriate Internal, Financial, Human Resources and Procurement Policies to manage employees and all Income and Expenditure of the Society. Such Policies will be approved by the Executive Committee, including any amendments that are deemed necessary from time to time.

3.3. Committees and Ad-hoc Committees

There shall be committees, sub-committees, and working groups, each governed by terms of reference as determined by the Executive Committee. The Executive Committee may also appoint ad-hoc Committees and seek the advice of the members of the Society if necessary, prior to the appointment of such committees and/or ad-hoc committees. An ad-hoc Committee of The Society shall normally present the report of its work to the Executive Committee. There must be at least three people on a committee. Minutes of any committee meeting must be sent to the Head of Secretariat for record-keeping and must be made available to the Executive committee on request.

Meetings of the Society

4.1. Meetings Procedures

4.1.1. Quorum

The Quorum for Executive Committee meetings shall be 50% plus 1 of voting Committee members, and for General Assemblies, one-third of active, Full and Associate Members.

4.1.2. Decisions/Voting

Decisions shall be made by consensus where possible, and if a vote is required, by a simple majority vote. In the event of a deadlock, the President will have the deciding vote.

4.1.3. Conflict of Interest

All members are expected to declare any conflicts of interest to the Executive Committee before any decision/voting takes place.

4.1.4. Minutes

Minutes of all meetings will be made available to the members of the Society on request; all confidential information, as determined by the Executive Committee, will be omitted prior to the issue of such minutes.

4.2. The General Assembly

The Society shall convene, at least every three years; an ordinary General Assembly made up of all members of The Society. The agenda for the General Assembly shall be drawn up by the Executive Committee and distributed to members at least one (1) month before the General Assembly. All attempts will be made to link the time and venue of the General Assembly to the AfAS Annual Conference. The Executive Committee shall determine a process for the selection of the host of the Annual Conference and General Assembly. Decisions of the General Assembly shall be by a simple majority vote of all active Full and Associate members present.

4.2.1. Voting Members at General Assembly

All active Full and Associate members of the Society shall be eligible to vote at a General Assembly.

4.3. Executive Committee Meetings

The Executive Committee shall meet at least every three months during the financial year and, if necessary after each meeting, issue a communique to all members on the outcomes of the meeting that affect members in general.

(i) Any member of the Executive Committee who does not attend two consecutive meetings without reasons that are acceptable to two-thirds of the rest of the Committee will be discharged of their duties, and the Executive Committee will decide on a replacement who will fill the vacancy until the next General Assembly.

(ii) The President, or any two other members of the Executive Committee, can call a special meeting. They must notify other members of the Executive Committee of the date of the proposed meeting not less than 25 days before it is due to take place. They must draw up an agenda for the meeting and distribute it to other members of the Executive Committee. If, however, one of the matters to be discussed is to appoint a new Executive Committee member, then those calling the meeting must give the other Executive Committee members not less than 30 days’ notice.

(iii) The President shall act as the chairperson of the Executive Committee. In the absence of the President, the Vice-President shall preside over the Executive Committee. If both the President and Vice-President do not attend a meeting, then members of the committee who are present will choose a chair for the meeting prior to the start of the meeting.

(iv) Minutes of all Executive Committee meetings must be kept safely and be issued timeously to all members.

4.4. Other Meetings

The Society will hold an Annual Scientific Conference in March of each year; the Executive Committee, Sub-committees, and Partner projects will decide on the programme content and duration of the conference. There may be a need to have other meetings/conferences/workshops; the Executive Committee shall approve the need for such events and a process for the selection of hosts of these.

5. Finance

5.1. General

The revenue of the society shall consist mainly of such government grants, donations and sponsorships as are accepted by the Executive Committee and by membership fees decided by the Executive Committee and approved by the General Assembly from time to time.

(i) The financial year of the Society shall be from 1 April to 31 March.

(ii) The Executive Committee shall approve the appointment of external Auditors for The Society, and audited financial statements shall be compiled every year.

(iii) The Society shall open and operate bank accounts at the time and places that shall be determined by the Executive Committee.

(iv) All expenditure of The Society must be approved in terms of the Society’s Internal Finance & Procurement Policies together with any amendments as approved by the Executive Committee.

(v) The Society may not give any of its money or property to its members or office bearers unless it is in payment for work that has been carried out for the Society. Such payment must be market related in terms of the nature and quantity of work undertaken by the member or office bearer.

(vi) Members or office bearers of the Society do not have rights over assets that belong to the Society.

(vii) The Society may not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering its objectives;

(viii) The Society is required to utilise substantially the whole of its funds for the sole or principal object for which it has been established;

(ix) No member may directly or indirectly have any personal or private interest in the Society;

(x) Substantially the whole of the activities of the entity must be directed to the furtherance of its sole or principal object and not for the specific benefit of an individual member or minority group;

(xi)The Society may not have a share or other interest in any business, profession or occupation which is carried on by its members;

(xii) The Society must not pay to any employee, office bearer, member or other person any remuneration, as defined in the host country’s Income Tax Act, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered;

The majority of the Society’s income must be derived from its annual membership fees, or from grants directly from Governments or their funding agencies or from bona-fide donations and/or sponsorships received in pursuance of the Society’s objectives.

5.2. Common Currency

For the purposes of financial reporting, membership fees, costings, hosting of conferences/General Assembly etc., the hosting country’s currency will be used as the common currency unless another generally acceptable currency is approved by the Executive Committee.

6. Election of Office Bearers

6.1. Election Administration

The Secretariat, in consultation with the Executive Committee, shall decide on the election process for the election of the Executive Committee.

The Head of Secretariat shall issue the elections process to all members of the Society and other stakeholders/interested parties at least three months before the General Assembly. The nominations process will be coordinated by the Secretariat, and the nominations list will be managed by a Nominations Committee. Final nominations must be approved by the Nominations Committee at least one month before any election. The Head of Secretariat shall circulate the list of nominated individuals to members of the General Assembly no later than two weeks before elections are held.

6.2. The Nominations Committee

The Nominations Committee shall be responsible for approving potential candidates; this Committee shall be appointed by the Executive Committee and consist of three members. The members of the Nominations Committee shall not be current members of the Executive Committee. The Secretariat will provide administrative and procedural support only. The Nominations Committee will be dissolved after the General Assembly.

6.3. Term of Office

A “term of office” shall consist of three years, normally the period separating two consecutive ordinary General Assemblies.

7. Code of Conduct

A Code of Conduct shall be defined by the Executive Committee and ratified by the General Assembly and incorporated into the by-laws and constitution.

8. Amendments to the Constitution

Changes to the Constitution may be proposed by the Executive Committee or by ten or more full members of the Society who are in good standing.

(i) Where a proposal is made by ten or more members in good standing, such a proposal shall initially be submitted to the Executive Committee no later than three months prior to the General Assembly.

(ii) The proposed changes for General Assembly approval shall be circulated to all members at least one month before the General Assembly.

(iii) The proposal shall be adopted by at least two-thirds of the active members present at the General Assembly, providing that such a meeting is quorate.

(iv) Whereas proposals may be approved by the Executive Committee or at the General Assembly, the constitution may not be changed in substance or in spirit.

(v) All proposed changes to the constitution which are suggested for operational and/or financial purposes or as a direct result of meeting the host country’s laws, including company and taxation regulations, can be approved by the Executive Committee for implementation provided a notice of such changes is issued to members of the Society for comment no less than 21 days prior to the approval of such changes.

(vi) All changes to the constitution which are implemented without direct formal approval at a General Assembly will be tabled at the next General Assembly for formal endorsement.

9. Dissolution of the Society

Dissolution of the Society may be proposed by the Executive Committee or by at least fifty percent plus 1 or more members in good standing at least three months before a General Assembly.

(i) Where a proposal is made by the appropriate number of members in good standing, such a proposal shall be submitted to the Executive Committee in writing.

(ii) The proposal shall be communicated to all members at least two months before the General Assembly;

(iii) Dissolution shall be decreed by at least four-fifths of the active members present at the General Assembly, providing that such a meeting is quorate.

(iv) In the event that the General Assembly cannot be held within six months of the date of distribution of a valid motion to dissolve the Society, a vote shall be conducted by remote means. The support of more than four-fifths of the voting membership shall be required for the dissolution of the Society provided that at least Fifty percent plus 1 of the membership has cast their votes.

(v) On the dissolution of the Society, it shall be necessary to decide the manner in which any surplus assets, after satisfaction of the Society’s debts, shall be applied, and the voting on this matter shall be done by a simple majority at the General Assembly or by remote means. Upon its dissolution, the assets of the Society shall not be distributed amongst its members but shall be transferred to a body with similar aims and objectives.

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