BYLAWS of the ANTHROPOLOGISTS WITHOUT BORDERS (ASF) ASSOCIATION
Translation by: Virginia R. Dominguez with Lauren Anaya
CHAPTER I: REGARDING NAMES, LOCATION, AND GOALS
Article #1: The association (Anthropologists Without Borders/Antropólogos sem Fronteiras), from now on referred to as ASF, established on 19 October 2012, is a private, juridical, non-profit, nonpartisan, democratic person with an indefinite term of tenure, headquartered at Rua Juracy Magalhaes Neto #18, Postal Code 44.460-970, City of Itaparica, State of Bahia, Brazil.
Article #2: The Mission of ASF
ASF is a global network of anthropologists organized by a task force of the World Council of Anthropological Associations (WCAA) founded on the belief that the basic methods and field study strategies of Anthropology — long-term fieldwork, participant observation and collaborative research — foster solid and lasting connections between the anthropologists who practice it and those with whom they conduct their research. Drawing on these connections and in the tradition of the discipline, represented by anthropological advocacy of earlier generations and the more recent preoccupations of engaged anthropologists, ASF combines the experience of a global network of anthropologists in order to take action in cases in which groups of people belonging to self-identified communities face political, economic, or even survival challenges. ASF establishes links between groups seeking anthropological specialists who can act as critical readers, analysts, and reviewers of reports and documents with respect to which such groups may have substantial doubt. The cultural familiarity and insight that anthropologists can bring to such situations is of great interest to the social groups as well as to the non-governmental entities that support them, to governments, and to international organizations, and is potentially crucial to the peaceful and just resolution of disputes and conflicts.
2.1–As a global network of anthropologists, ASF can be reached through its central office in Brazil by means of the Internet, and can be approached in Portuguese, English, French, Italian, and Spanish. ASF is hopeful that in the future as it expands its global network it will have the ability to read messages in other languages.
2.2–ASF’s “without borders” designation stresses the organization’s openness to people everywhere, be they located in the Global South, Global North, or living in between. It also points to its global expanse (something on which ASF is based) and to its desire not to be limited by borders that politicians or others create to separate and segregate sections of humanity from one another.
2.3–ASF consists of a network of critical readers and is not an advocacy group, a source of funding, or a network of researchers in the field. Once successful in its proposed objectives, ASF will consider undertaking some of the following activities in the future: (1) developing a forum on the Internet that would allow for the collaboration of anthropologists in different parts of the world and/or subfields; (2) creating a system of information/informatics to promote participation opportunities for anthropologists (students, active scholars, retired anthropologists); and (3) creating a reference database of “experts” who can be mobilized and are available to offer help in legal matters.
2.4–ASF will not distribute to its Associates, Councilors, Directors, workers or donors any possible surplus funds or operational amounts, gross or liquid, dividends, subsidies, shares in its assets, earnings obtained in the pursuit of its activities, which would be integrally applied to the achievement of its social goals.
Article #3–In the development of its activities, ASF will govern itself by these ByLaws and by the relevant normative provisions, in accordance with legal principles, principles of neutrality, morality, publicity, economics, sensitivity to cultural factors, environmental sustainability and efficiency; it will not discriminate on the grounds of race, color, gender, or religion.
Article #4– ASF will have an internal governance, that when approved by the Executive Board, will regulate its functioning.
Article #5–In order to fulfill its mission, ASF will organize itself in all areas indicated by the Directorate, when deemed necessary, which will be generated by the principles of the ByLaws.
5.1–In order to achieve its goals, preserve its autonomy and independence and observe the pertinent legal provisions, ASF will sign agreements, partnerships, exchange agreements, and other modes of cooperation with national and international public and private entities.
CHAPTER II: REGARDING ASSOCIATES–THEIR ADMISSION, REMOVAL, AND LIMITS
Article #6– ASF consists of four categories of associates:
(a) Effective Associates are physical persons who have participated in the establishment of the association or who become associated in this category.
(b) Foreign Associates are physical persons who reside in countries other than Brazil.
(c) Volunteer Experts are physical persons who are available to contribute to the objectives of the association through their knowledge and services.
(d) Affiliated Groups are juridical persons who make themselves available to contribute to the objectives of the association through their knowledge and services.
6.1–Admission to any of the four categories of Associate will require an application to the Directorate and approval by the Executive Board.
6.2– Affiliated Groups, just like an institution or association, can be represented by a duly credentialed physical person.
CHAPTER III: REGARDING THE ASSOCIATES
Article #7– Dismissal can take place at the request of the Associate, through a letter directed to the Directorate of ASF, and it cannot be denied, but it entails the removal of duties.
Article #8– Exclusion will be applied by the Directorate (following the decision of the Executive Board) to an Associate who violates any legal or statutory provision, after the associate has been notified in writing.
8.1 — Upon written notification, the Associate will be able to appeal to the Executive Board within a 30 day period from the day the notification is issued.
8.2–The Associate will be suspended pending the next meeting of the Executive Board, where the matter will be included on the agenda by the person calling the meeting.
8.3–The exclusion will be considered definitive if the Associate does not seek an appeal as provided in paragraph 8.1 of this article.
Article #9– Removal of an Associate will take place upon the death of the physical person, or through civil incapacity (that is not superseded), or through the dissolution of the association.
Article #10–Admission, dismissal, separation or exclusion will become effective as entered in the roster of associates signed by the President of the Association and by the fellow Associates.
Article #11– The rights of the Effective Associates are:
11.i–To have a voice and a vote in meetings of the Executive Board when they are members of that Board;
11.ii–To vote, and be voted for, to carry out elected duties;
11.iii– To have access to any of the Association´s official documents, including the roster of associates, through requests in writing;
11.iv–To postulate appointment for administration functions of the Association, in accordance with the elections rules stipulated in the present set of ByLaws.
11.v–To present to the Directorate proposals for action or other initiatives compatible with the objectives of the Association. Implementation of these proposals will depend on approval by the Executive Board;
11.vi–To propose the naming and exclusion of new Associates of any of the three categories to the Executive Board.
Article # 12–The duties of the Effective Associates serving on the Executive Board are:
12.i– To participate on a regular basis in the meetings of the Executive Board, given the compulsory nature of such participation (whether in person or by electronic means);
2.ii–To fulfill (and ensure the fulfillment of) the statutory and governing provisions of ASF;
12.iii–To abide by the decisions of the Executive Board;
12.iv–In private and public activities of a personal character, to adopt a moral and ethical manner compatible with the goals of the network.
Article #13–The rights of Foreign Associates are:
13.i–To have a voice and a vote in the meetings of the Executive Board when they are members of the Board;
13.ii–To have access to any official documents of the Association, including the roster of associates, through requests in writing;
13.iii–To have roles in the Directorate or the Executive Board, in accordance with existing legislation in the country;
13.iv–To serve on Commissions and Sub-commissions that may be formed to fulfill the Association’s needs.
Article #14– The duties of the Foreign Associates are:
14.1–To participate on a regular basis in the meetings of the Executive Board when they take place, whether in person or by accepted electronic means, without altering the quorum; this becomes compulsory when said Associates occupy specific officer roles in the Directorate or coordinate Commissions and/or Sub-commissions.
14.ii–To fulfill (and ensure the fulfillment of) the statutory and internal regulatory provisions of ASF;
14.iii–To abide by the decisions of the Executive Board;
14.iv–In private and public activities of a personal character, to adopt a moral and ethical manner compatible with the goals of the network.
Article #15– The rights of Volunteer Experts are:
15.i–To be informed of all the policies, activities, and actions of the Association;
15.ii–To have access to ASF’s official documents, including the roster of associates, through requests in writing;
15.iii–To request and receive explicit support from the Association in the pursuit of means that will allow them to carry out the activities for which they were designated as known experts;
15.iv–When assigned to carry out any volunteer activity dealing with anthropological themes or in areas in which they are specialists, present themselves as ASF Volunteer Experts.
Article #16– The duties of Volunteer Experts are:
16.i–Fulfill and have fulfilled the statutory and internal regulatory provisions of ASF;
16.ii–Abide by the decisions of the Executive Board;
16.iii–When carrying out activities related to ASF, rigorously observe/abide by the ethical principles that govern the activities of anthropologists in the country in which they find themselves;
16.iv–In private and public activities of a personal character, adopt a moral and ethical manner compatible with the goals of the network.
Article # 17–The rights of Affiliated Groups are:
17.i–To be informed of all the policies, activities, and actions of the Association;
17.ii–To have access to any official documents of the Association, including the roster of associates, through requests in writing;
17.iii–To request and receive explicit support from the Association in their pursuit of means to carry out the activities for which they were designated as known experts;
17.iv–When assigned to carry out any volunteer activity dealing with anthropological themes or in areas in which they are specialists, to present themselves as Affiliated Groups of ASF.
Article #18– The duties of Affiliated Groups are:
18.i–To fulfill (and have fulfilled) the statutory and internal regulatory provisions [of ASF];
18.ii–To abide by the decisions of the Executive Board;
18.iii–When carrying out activities related to ASF, rigorously to observe/abide by the ethical principles that govern the activities of anthropologists in the country in which they find themselves;
18.iv–In private and public activities of a personal character, to adopt a moral and ethical manner compatible with the goals of the network.
Article #19– ASF Associates in any of the four categories are not responsible for possible expenses of the Association (not even secondarily).
Article #20—Associates, of any kind, will not receive any type of remuneration (direct or indirect) when they carry out their roles in connection with ASF. The distribution of profit and/or dividends to anyone holding an office in ASF is prohibited. It may be possible (in the future) to institute remuneration for a member who effectively acts on a specific matter or executes projects and programs in accordance with the Association, and/or who offers specific services. In such a hypothetical case, remuneration would be based on market parameters and practical market values, in an area corresponding to his/her area of action.
CHAPTER IV: REGARDING ADMINISTRATION
Article # 21– ASF will be managed by a Directorate elected by its Effective Associates and its Foreign Associates.
Single paragraph– The Directorate, jointly with the Executive Committee, constitutes its Executive Board.
CHAPTER V: REGARDING THE EXECUTIVE BOARD
Article #22– The powers of the Executive Board are:
22.i–To elect, induct, and dismiss the Directorate, the Fiscal Council, the Executive Committee, and the Technical-Scientific Council;
22.ii–To approve any revision to the ByLaws, as per Article 50, of Paragraph One of the Brazilian Civil Code/02;
22.iii–To decide on the dissolution of the Association, according to terms set forth in Art. 47 of these ByLaws.
22.iv–To decide on the convenience of alienating, transferring, getting a mortgage on, or exchanging its assets;
22.v–To approve the internal regulation of ASF;
22.vi–To propose and approve any exclusion of Associates in any category, when their behavior proves inappropriate or incompatible with the objectives and goals indicated in the current set of ByLaws, in the form of Article 59, of Paragraph One of the Brazilian Civil Code/02;
22.vii To assess and approve the reporting of accounts presented by the Directorate.
Single paragraph–In order to remove the administrators and revise the ByLaws according to article 48, the law requires a vote of 2/3rds of those present at a meeting of the Executive Board called for this specific purpose. This body cannot deliberate in any first gathering without the absolute majority of the associates, or with less than 1/3 of the participants in subsequently called meetings.
Article #23– The Executive Board will meet once a year to:
23.i–Assess and approve the Directorate’s Annual Report;
23.ii–Assess and approve the Association’s proposed programming, as submitted by the Directorate;
23.iii–Assess and compare the accounts and balance approved by the Fiscal Council.
Article #24–Extraordinary meetings of the Executive Board will take place when called for by:
24.i– the Directorate;
24.ii–the Executive Committee;
24.iii–the Technical-Scientific Council; or
24.iv–2/3rds of the Effective and Foreign Associates
Article #25–Meetings of the Executive Board will be called with a minimum of 30 days’ notice, by alerting all the associates by whatever means of communication available, via mail or other form of communication, with direct or indirect access, as long as such means have proven effective.
Sole paragraph–The first meeting of the Executive Board will take place as long as there is a majority of the Effective and Foreign Associates, and afterwards, after waiting for 30 minutes past the initial announced time, with any number of its members.
Article #26– ASF will adopt administrative business practices that are necessary and sufficient to keep individuals or groups from benefitting personally and gaining personal advantage through participation in decision-making processes.
CHAPTER VI: REGARDING THE EXECUTIVE COMMITTEE
Article #27– The Executive Committee will have 5 members nominated by the WCAA, and voted on by the Executive Board, to serve four-year renewable terms.
Single paragraph–The Executive Committee will accompany, support and offer support to ASF’s activities.
Article #28– The powers of the Executive Committee are:
28.i– To participate in the planning of policies and actions as they are developed by ASF;
28.ii–To participate in the meetings and discussions of the Executive Board, of which it is an integral part; each member has a voice and a vote;
28.iii– To assess and approve the admission of new Effective Associates and Foreign Associates as submitted to them by members of the Directorate, Effective Associates, or Foreign Associates;
28.iv- To propose and approve the exclusion of associates of any category whose conduct is deemed inappropriate and incompatible with the objectives and goals indicated in these ByLaws, as per referendum of the Executive Board;
28.v–To examine and approve the annual reports of ASF activities as presented by the Directorate;
28.vi–To follow the work of possible independent external auditors;
28.vii–To call for extraordinary meetings of the Executive Board to discuss urgent matters;
28.viii–To ensure that ASF’s actions observe the ethical principles that govern the activities of anthropologists in the country/ies in which they act, even if no anthropological code of ethics exists in said country.
CHAPTER VII: REGARDING THE DIRECTORATE
Article #29– The Directorate will be elected in conjunction with the Executive Board and will serve renewable four-year terms. It will consist of the following roles:
ii. Vice President
iii. General Secretary
iv. Adjunct Secretary
vi. Adjunct Treasurer
Article # 30– The Directorate will meet quarterly, or whenever it is necessary, as called for by the Association’s needs. It will have a minimum quorum of 2/3rds of its members for induction of new members and deliberations.
30.1–Decisions should be adopted by consensus where possible. When consensus is impossible, it will adopt decisions based on a simple majority.
Article #31– The President has the following powers:
31.i– To coordinate the meetings of the Directorate and the Executive Board;
31.ii– To represent the Association both actively and passively exercising good judgment or at least as in other entities and public organizations;
31.iii– To propose and coordinate actions that lead the Association to fulfill its major goal and to strengthen the Association and society as a whole;
31.iv– To sign forms, together with the Treasurer, including those that entail opening bank accounts and transferring funds between bank accounts; to issue checks, to request blank checks, to authorize credit card transfers, to authorize financial applications of available funds and even to endorse checks and issue payment orders inside the country (of Brazil) or outside the country, and to deposit funds in an ASF bank account.
Article #32– The Vice President has the following powers:
32.i–To participate in all the meetings and discussions jointly with the President;
32.ii–To stand in for the President in all his or her abilities (and roles) when he or she is absent or is unable to exercise his or her functions as President of ASF.
Article # 33– The (General) Secretary has the following powers:
33.i– To propose, coordinate and carry out actions permitting the Association to be agile and democratic in its management, for the benefit of all members, collaborators, and the general public, and with easy access to its information and services;
33.ii– To coordinate the calendar of activities and the agenda of activities for ASF;
33.iii– Together with the President, to present and sign annual reports of ASF activities;
33.iv– To follow and manage the bureaucratic administrative functioning of ASF, maintaining under his/her responsibility legal documentation, an up-to-date roster of associates, and other documents;
33.v– To prepare notices, summons, circulars, and other types of correspondence, signing them jointly with the President;
33.vi– In the future, to administer human resources that are contracted by ASF, vigorously obeying legal provisions.
Article #34– The Adjunct Secretary has the following powers:
34.i–To participate in all the meetings and discussions jointly with the (General) Secretary, collaborating in the fulfillment of his/her tasks;
34.ii–To stand in for the (General) Secretary in all his/her abilities/competencies when he or she is absent or is unable to carry out his/her functions.
Article #35–The Treasurer has the following powers:
35.i–To propose, coordinate, and carry out actions which make viable the garnering of financial resources for the functioning of the Association;
35.ii–Together with the President of ASF, the Treasurer is empowered to open and transfer bank accounts, issue checks, request blank checks, authorize credit card transfers, authorize the financial use of available resources and even endorse checks and payment orders in the country or outside the country, so as to deposit funds in an Association bank account;
35.iii–Keep under his/her control all the financial movement of the Association, along with accounting documents of the Association;
35.iv–Jointly with the President, present and sign annual financial reports.
Article #36–The Adjunct Treasurer has the following powers:
36.i– To participate in all meetings and discussions jointly with the Treasurer, collaborating in the fulfillment of their tasks;
36.ii–To stand in for the Treasurer in all his/her competencies when he or she is absent or is unable to carry out his/her functions.
CHAPTER VIII: REGARDING THE FISCAL COUNCIL
Article #37– The Fiscal Council will consist of three members, elected by the Executive Board.
Paragraph 1 — The mandate of the Fiscal Council will coincide with that of the Directorate.
Article #38–The Fiscal Council has the following powers:
38.i– To examine the books (and bookkeeping) kept by ASF;
38.ii– To express an opinion concerning ASF’s balances and reports of its financial and accounting efforts as well as any exchanges of property or assets that may have taken place, passing on their judgment to the higher levels of the Association;
38.iii–To request from the Treasurer, at any time, documentation proving the economic-financial operations of the Association;
38.iv–To call for an extraordinary meeting of the Executive Board;
38.v–To follow the work of possible external independent auditors.
CHAPTER IX: REGARDING THE TECHNICAL-SCIENTIFIC COUNCIL
Article #39–The Technical-Scientific Council will have up to 12 members. They will be voted in by the Executive Board from among those nominated by the WCAA. They will serve four-year renewable terms.
Article #40– The powers of the Technical-Scientific Council are:
40.1–To recommend to the Directorate the adoption of new initiatives in accordance with the objectives of the Association;
40.2–To promote, coordinate, and supervise the execution of studying and research activities that follow the mission of the Association;
40.3–To promote, coordinate, and supervise the execution of studying and research activities oriented toward public policy proposals that expand access by the citizenry;
40.4–To promote the interchange of study and research projects on the question of diversity, human rights, citizenship, and social justice;
40.5–Whenever necessary, to take on all the obligations and powers given to it by these ByLaws.
CHAPTER X: REGARDING ASSETS AND SOURCES OF FUNDS
Article # 41–ASF’s assets will consist of movable and immovable property, vehicles, livestock, remaining funds (as verified in its balance and bookkeeping books); and any shares of public financial titles.
Article #42– ASF’s assets and revenue come from funds given by institutions that finance sociocultural programs and related others, both governmental and non-governmental, national and international ones, both the donors and the providers of subventions.
42.1–All of ASF’s assets and funds will necessarily be applied in meeting the aims for which they have been given.
42.2–The use/application of resources arising from the Term of Partnership will be subject to an audit, and will meet the other stipulations previewed in Law 9.790 dated 23 March 1999 and the Decree # 3.100 dated 30 June 1999.
42.3–Providing an account of all the resources and assets of public origin received by ASF will meet the specifications of the sole paragraph of Article 70 of the Federal Constitution.
Article #43– In case of dissolution, the net worth of ASF will be transferred to a different juridical person meeting the qualifications specified by Law 9.790/90, preferably one that has the same social goal and is registered in CNAS or a similar organ.
CHAPTER XI: REGARDING ACCOUNTING/BOOKKEEPING
Article #44– ASF’s accounting/bookkeeping will follow the following principles:
44.1–The basic principles of accounting and the Brazilian Accounting Norms (“Normas Brasileiras de Contabilidade”);
44.2–Transparency/publicity/openness (in fiscal methods deemed efficient and with respect to the reporting of activities and financial evidence of the Association, including certificates of debt together with INSS and FGTS, making these available to any and all citizen);
44.3–The performance of an audit, including the use of independent, external auditors examining the use of possible future resources in terms of the goals of the Term of Partnership, in accordance with, and as previewed by, regulations;
44.4–The provision of an accounting of all the resources and assets received from public sources will be in accordance with the sole paragraph of Article 70 of the Federal Constitution;
44.5–The use of resources arising from the Terms of Partnership will be subject to an audit and will meet the other stipulations specified in Law 9.790 dated 23 March 1999 and the Decree # 3.100 dated 30 June 1999.
CHAPTER XII: REGARDING ELECTIONS AND TERMS OF OFFICE
Article #45– Elections will take place with no less than 30 days before the end of members’ and officers’ terms of office.
45.1–The Executive Board will name an Electoral Commission to carry out the necessary electoral processes.
45.2–Elections will be carried out through consultation via the Internet, which will be approved by the Executive Board.
Article #46–Members of the Directorate, the Fiscal Council, the Executive Committee, and the Technical-Scientific Council will be elected to serve four-year terms. Renewal of such terms will be permitted.
46.1–Occupying the same role in ASF will be limited to 2 consecutive terms.
46.2—In the case of resignation, a leave of absence for a period longer than 12 months, or death of any member of the Directorate, the Fiscal Council, the Executive Committee, or the Technical-Scientific Council, the Directorate will convene elections to fill the needed role before the end of the term for which such person was elected.
CHAPTER XIII: REGARDING GENERAL PROVISIONS
Article #47– ASF will be dissolved (as an entity) by deliberation and vote of 2/3rds of the Effective and Foreign Members, at a meeting called specifically to discuss the matter, if and when it is deemed impossible to continue its activities.
Article #48– The provisions of the present set of ByLaws can be amended through internal governance, regulations, resolutions, and instructions prepared by the Directorate.
Article #49– Payment of monetary contributions will be a matter for discussion within the Executive Board. If these are approved, their value and periodicity will be set at the moment of their discussion and approval.
Article #50–Fiscal accounting coincides with the civil year (that is, uses the same fiscal year as in civil and governmental institutions).
Article # 51– Omitted matters will be resolved by the General Assembly.
CHAPTER XIV: TRANSITORY PROVISIONS
Article #52–ASF will seek to qualify as an OSCIP (an “Organização da Sociedade Civil de Interesse Público”), heeding pertinent legal provisions. The General Assembly will be able to redefine the Association’s qualifications, choosing a legal status that makes more viable the fulfillment of the goals of ASF, without compromising its objectives.
Manchester, England, 8 August 2013
CARLOS ALBERTO CAROSO SOARES, PRESIDENT
VIRGINIA ROSA DOMINGUEZ, VICE PRESIDENT
FRANCESCA MARIA NICOLETTA BASSI ARCAND, GENERAL SECRETARY
LAUREN ANAYA, ADJUNCT SECRETARY
LUIZ FERNANDO MARCELLINI MASSA, TREASURER
FATIMA REGINA GOMES TAVARES, ADJUNCT TREASURER