ACA American Citizens Abroad

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ACA's Constitution and Bylaws

 

AMERICAN CITIZENS ABROAD

BY-LAWS

1. CONSTITUTION

A non-profit, non-partisan, voluntary association with the name of American Citizens Abroad (hereinafter referred to as “ACA”) was founded in Geneva on July 10, 1978. It is organized corporately and governed by Articles 60 and ff of the Swiss Civil Code and the present by-laws.


2. PRINCIPAL OFFICES

The seat of ACA is in the Canton of Geneva, Switzerland.


3. PURPOSE

The purpose of ACA is:
(a)    to protect and promote the welfare, rights and benefits of American citizens living outside the United States of America (hereinafter referred to as “Americans abroad”);
(b)    to gain recognition for Americans abroad as a national asset to be used and strengthened in the interest of the United States;
(c)    to assist the US Government in developing cohesive national policies dealing with the role, status, needs, obligations and rights of Americans abroad;
(d)    to create greater awareness among Americans abroad of their rights and obligations as citizens of the United States and as informal ambassadors of their country abroad, and to develop and strengthen their administrative and political links with the executive and legislative branches of the US Government;
(e)    to facilitate the communication of the views of Americans abroad to policy and opinion makers in the United States, and
(f)    to further such other objectives as the members of ACA may decide.


4. MEMBERSHIP

(a)    Any individual citizen of the United States who supports the purpose of ACA shall be eligible for membership in ACA.
(b)    Any individual citizen of a country other than the United States who supports the purpose of ACA shall be eligible for associate membership in ACA. The rights and obligations of associate members shall be defined by the present by-laws and from time to time by the General Assembly and the Executive Committee.
(c)    Candidates for membership or associate membership shall address a written request to the Executive Committee. Membership and associate membership shall be non-transferable.
(d)    Any member or associate member may resign from ACA, provided written notice is given to the Executive Committee. Membership or associate membership shall also be lost by death or resolution of the Executive Committee in the case of unpaid dues, serious violations of the present by-laws, or other acts contrary to the interests of ACA.
(e)    Any group of citizens of the United States living in the same country may establish a chapter of ACA in that country, provided that (i) such chapter is established under the relevant laws and regulations for non-profit, non-partisan, voluntary organizations in that country, (ii) it includes in its charter or by-laws the same purpose clause as in Article 3 above, and (iii) such chapter concludes a cooperative agreement with ACA deemed appropriate by the Executive Committee.


5. DUES AND CONTRIBUTIONS

The financial requirements of ACA shall be covered by dues paid by members and associate members and by contributions which may be solicited from individuals, corporations, foundations and other organizations. The level of the annual dues of members and associate members shall be determined by the General Assembly. The Executive Committee may dispense a member or associate member from the payment of dues.


6. FINANCIAL LIABILITY OF MEMBERS AND ASSOCIATE MEMBERS

Members and associate members shall be financially liable only for the annual dues as determined by the General Assembly.


7. GENERAL ASSEMBLY

(a)    The General Assembly shall consist of the members acting as ACA’s legislative body. All members shall be invited to participate and to vote at every meeting of the General Assembly. Each member shall be entitled to one vote. Voting by proxy may be authorized by the Executive Committee.
(b)    Associate members may be invited by the Executive Committee to participate in meetings of the General Assembly but shall not be entitled to vote at such meetings.
(c)    The General Assembly shall elect the Board of Directors, determine the level of dues, approve the annual accounts, grant discharge to the Executive Committee and its individual members, amend the by-laws and decide to liquidate ACA.
(d)    One ordinary meeting of the General Assembly per year shall be called by the Executive Committee within six months following the close of the previous financial year. Special meetings of the General Assembly may be called by the Executive Committee if warranted by the circumstances or if one-fifth of the members so request in writing to the Executive Committee.
(e)    Written notice of ordinary and special meetings of the General Assembly shall be communicated to all members at least two weeks prior to the meeting.


8. BOARD OF DIRECTORS

The Board of Directors shall consist of at least 10 members of ACA who shall meet whenever required, but at least three times per year, to review the policies and operations of ACA between meetings of the General Assembly, amend the by-laws, elect the Executive Director and the other members of the Executive Committee, and provide advice and guidance to the Executive Committee. Directors shall be elected by the General Assembly and shall serve until the next meeting of the General Assembly or until their successors are elected. Decisions of the Board of Directors shall be taken by majority vote.


9. EXECUTIVE COMMITTEE

(a)    The Executive Committee shall consist of at least four Directors, whose task shall be to formulate specific policy objectives in line with ACA’s purpose described in Article 3 above and to take appropriate action to promote the furtherance of these objectives. The Executive Committee shall have the authority to take all decisions not expressly reserved as prerogatives of the General Assembly or the Board of Directors. The Executive Committee shall also prepare and direct the meetings of the General Assembly and the Board of Directors.
(b)    The Board of Directors shall designate one of the members of the Executive Committee as the Executive Director of ACA and another member of the Executive Committee to perform all the functions of the Executive Director in the event of the latter’s temporary absence or incapacity. The Executive Director shall be responsible for serving as the chief executive of ACA, calling, and presiding at, meetings of the Board of Directors and the Executive Committee, and insuring the orderly administration and general welfare of ACA in the pursuit of its purpose.
(c)    The Executive Committee shall appoint one or more of its members as Secretary, who shall be responsible for making and keeping records of meetings and decisions, establishing lists of members and associate members, and assisting the Executive Director and the Executive Committee in the orderly administration of ACA.
(d)    The Executive Committee shall appoint one of its members as Treasurer, who may be, if appropriate, the Executive Director. The Treasurer shall be responsible for the collection of ACA’s funds and shall prepare an annual report and financial statements which shall be audited and presented to the General Assembly at the annual meeting. The Executive Director and the Treasurer, or the Executive Director or the Treasurer and any other member of the Executive Committee, shall be required to have a joint signature on all bank accounts opened in the name of ACA and for the disbursement of ACA’s funds, except if, for practical reasons, the Executive Committee has permitted the Executive Director or the Treasurer to have single signature power for a specific bank account or accounts opened in a country other than Switzerland. ACA shall be validly bound by the joint signature of the Executive Director and the Treasurer, or the Executive Director or the Treasurer and any other member of the Executive Committee.
(e)    The members of the Executive Committee, including the Executive Director, shall serve for a period of one year or until their successors are elected by the Board of Directors.
(f)    The Executive Committee shall meet whenever necessary but at least four times per year. Decisions of the Executive Committee shall be taken by majority vote.


10. FINANCIAL YEAR

The financial year of ACA shall begin on January 1 and end on December 31 of each calendar year.


11. AMENDMENTS

The by-laws may be amended by a two-thirds vote of the members of the ACA Board of Directors present at any meeting of the Board of Directors, provided that the proposed amendment or amendments are sent to all Directors at least two weeks prior to the meeting.


12. LIQUIDATION, MERGER AND WINDING-UP

Liquidation or merger of ACA may be decided by a special meeting of the General Assembly called for that specific purpose. A decision to liquidate or merge shall be valid only if approved by three-fourths of the members present. The General Assembly that will have validly approved a resolution in favor of the liquidation of ACA shall elect the liquidators and shall decide upon the affectation of any assets of ACA remaining after the payments of all debts.


13. FINAL PROVISIONS

(a)    Any matters not covered in the by-laws shall be governed by Articles 60 and ff of the Swiss Civil Code.
(b)    The present by-laws were adopted and put into force by a constitutive General Assembly held on July 10, 1978, in Geneva, Switzerland, and subsequently amended at meetings of the General Assembly held on May 10, 1988, September 4, 1990, September 25, 1991, and June 21, 1994.
 
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