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Constitution

Article I. Name

The name of the organization shall be the Regional Science Association International (known by the acronym RSAI). 

Article II. Objectives and Scope

RSAI is an international association set up to advance for the benefit of the public, regional analysis and related spatial and areal studies.

Article III. Membership

Section 1. Members 

The principal criterion of eligibility for membership shall be a mature and deep interest in the field of regional science.  Membership of RSAI is normally obtained through membership of a local Section. In exceptional circumstances direct individual membership may be considered by the Executive Director (an officer defined by Article V. section 3d).

Membership shall be renewed annually by payment of dues. This may be through a capitation levied on a section and/or collected through one of the superregional organizations established by the Association (see Article IV and By-law 1). If a member shall fail to pay dues within six months after the date of official renewal notice, the membership shall be considered terminated and the name shall be removed from the roster of members.
Section 2. Membership Rights
All members shall have full voting and office-holding rights.
Section 3. Misuse of Affiliation
Any member or associate who makes use of his affiliation with the Association in a manner considered improper by the Council (a body defined by Article V, Section I) may be suspended by the Council. After opportunity has been given to the individual for a hearing before the Council the member may be expelled from the Association by a vote of the Council.
Section 4. Limitation of Liability
No member or officer shall be individually liable for the debts, contracts, and other obligations of the Association, other than the dues paid for membership. This proviso shall appear in all contracts entered into by, and behalf of, RSAI.

Article IV . Organizational Structure

Section 1. Superregional Organizations
RSAI comprises superregional associations which, in turn, comprise affiliated local sections/associations (see Section 2 of this Article). The superregional associations and their sections are specified in By-law 1 of this Constitution.
Superregional organizations shall actively promote the establishment of affiliated sections/ associations within their territory of responsibility.
Superregional organizations, in addition to promoting their own branding and that of their member sections, also promote the branding of RSAI (See By-law 2 of this Constitution).
Section 2. Affiliated Sections/Associations
a. Definition. An affiliated section/association of RSAI shall consist of a grouping of regional scientists defined on a geographic, language, or cultural basis who desire to organize scholarly meetings, publications, and other activities that contribute to the advancement of regional science.

b. Recognition of Existing Sections. RSAI shall recognize all existing, approved sections of the Regional Science Association which, individually or through an arrangement with a superregional organization to which they belong, participate in the universal membership of RSAI and thus contribute an annual capitation fee.

c. Creation and Recognition of New Sections/Associations. Any additional group of regional scientists meeting the criteria specified in Section 2a may propose to organize an affiliated section/asso­ciation by adopting a constitution for consideration and approval by RSAI. Sections/associations located within the territory commonly associated with one of the superregional organizations specified in Section 1 of this Article shall seek approval through the procedures specified by that organization. Applicant sections/associations not located within any such territory shall seek recognition through RSAI Council (a body defined in Article V, Section I). The approving body (the superregional organization or International Council) shall take care to approve names which will not unnecessarily preclude the future formation of affiliated sections/associations with related interests.

d. Articulation of Membership. Membership in an affiliated section/association does not, in all cases, grant membership rights in RSAI. Affiliated sections/asso­cia­tions that do not make membership in RSAI a criterion for membership in the section/association shall actively encourage voluntary membership in RSAI according to the provisions of Article III, Section I of this Constitution.
Section 3. Limitation of Liability
RSAI and its officers shall not be liable for the debts, contracts, and other obligations of superregional organizations or affiliated sections/associations. 

Article V. Administration

Section 1. Council
RSAI shall be administered by a Council consisting of nineteen (19) voting members; this number shall include voting officers. The voting members of the Council and the election rules of the RSAI Council members and officers are specified in By-law 3 of the Constitution.
Section 2. Duties of the Council
RSAI Council shall take a global view of the objectives of the Association set out in Article II. Once appointed or elected, each member of the Council shall represent the best interests of the regional science community throughout the world rather than those exclusive to any world region, including that in which the member is normally resident. The Council shall actively encourage the institutionalization of regional science throughout the world.
Section 3. Officers

a. President. The President of RSAI represents the Association and is responsible for its business. The President is a regular, voting, and working member of the Council. The presidency is not a ceremonial position. The President shall serve a two-year term of office, succeeding to the position immediately upon completion of a term of office as Vice-President and President-Elect. The President shall provide active and aggressive leadership in the areas of program and policy development. During the initial year of implementation of this Constitution, the existing President of the Regional Science Association shall assume the duties of President of RSAI and shall subsequently succeed to the position of Immediate Past-President, as specified in paragraph c below.

b. Vice-President and President-Elect. The President-Elect of RSAI acts as the Vice President. He/she is a regular, voting, and working member of the Council. The President-Elect shall serve a one-year term of office, which shall be followed immediately by a two-year term as President. The Vice-President and President-Elect shall act for the President in the President's absence.

c. Immediate Past President. The Immediate Past President shall serve a two year term of office, normally succeeding to the position immediately upon completion of the term of office as President. The Immediate Past President shall act for the President in the President's absence, there being no Vice-President and President-Elect in years in which this office shall be filled. Unless the Immediate Past President shall be serving, during the term of office, an unexpired term as a regular member of the Council, the Immediate Past President shall be considered an ex officio, nonvoting member of Council.

d. Executive Director. The Executive Director shall serve a three-year term of office. He/she shall be the chief executive officer in charge of setting and managing programs. The Executive Director shall be the chief operating officer in charge of implementing the policies of the Council, overseeing the day-to-day operations of the Association and establishing contacts with new regional science organizations throughout the world. The duties of the Executive Director shall encompass those normally associated with the positions of Secretary but would have joint authority with the Treasurer for the finances of the RSAI and issuing cheques to cover the Association's operating expenses and the preparation of a financial statement to be submitted, by March 31 of each year, to the Council’s standing Finance Committee, in charge of financial planning and budgeting. The Executive Director shall oversee the production  and distribution of a newsletter to the membership, shall maintain the roll of members and the association’s web site, shall oversee the collection of annual dues and the conduct of elections, and shall serve as international conference coordinator, keeping a calendar of regional science meetings and events throughout the world, providing advice on their scheduling, and monitoring the dates of other meetings so as to minimize scheduling conflicts. The Executive Director shall also have responsibility, as designated by the Council, for the organization and operation of the World Congresses of the Association.

e. Other officers and ex officio, nonvoting members of the Council. The Council may appoint additional officers, such as an Archivist, a Publications Coordinator, and Editors of the journals of RSAI as it deems appropriate. Individuals holding such positions shall be considered officers of the Association and ex officio, nonvoting members of the Council. The terms of office for such positions shall be specified by the Council.

Section 4. Long Range Planning Committe 

The Long Range Planning Committee (LRPC) shall provide advice, as requested, to the President and the Council on issues relating to the strategic development of regional science and the affairs of RSAI. The membership of the Long Range Planning Committee comprises the Past Presidents of RSAI, plus two members of the Council, appointed by the Council, who are voting members of the LRPC. The appointed members are part of the LRPC as long as they are members of the Council. When their term as members of the Council expires, their role in the LRPC also ends. The Council immediately elects a new member.

Section 5. Sub-Committees of the Council

The Council may from time to time establish Sub-Committees to perform specific functions as determined by Council. One Sub-Committee to be established by the Council is the Finance Committee comprising the President, the Immediate Past President and/or the President Elect, the Executive Director, the Treasurer (a non-voting member), and two Council voting members chosen by the Council to serve for a period of two years. The Finance Committee elects a Chair, who regularly reports to the RSAI Council. Financial Accounts are checked once a year, before the external audit of the accounts, by an internal Audit Committee, comprising two Council members who are not members of the Financial Committee, appointed by the Council, and are appointed for a period of three years.

Section 6. Term of Office for Council Members

a. Standard term. Except as otherwise provided for in this Constitution, the standard term of office for members of the Council shall be three years. All Council terms and terms of officers shall normally commence on January 1 and end on December 31.

b. Limitation on consecutive terms. Normally, no person shall serve more than two consecutive terms or a total of six years on the Council. Persons appointed to fill uncompleted or other special terms shall be considered to have served a full term on the Council if such a term shall be for more than twelve (12) full months in duration. Persons elected to be President or Executive Director may serve more than 6 years on the Council (but no more than 9 years).

Section 7. Uncompleted Terms of Office

In the event that voting positions of the Council become available through death, resignation, or other reasons, they may be refilled following the procedures as specified below:

a. Council member appointed by a superregional organization. If the position is one which was occupied by a member appointed by a superregional organization, that organization shall have the option of appointing a replacement to: (a) complete the unexpired portion of the term, (b) serve a full three-year term of office, or (c) serve a special term of office of less than three-year duration. In choosing from among these options the organization shall be requested to select that most consistent with the desirable staggering of the terms of office for its three Council positions

b. Council member elected at-large. If the position is one which was occupied by a member elected at-large, unless the position shall then become encumbered through the provisions of Article V, Section 5, the Council shall have the option of selecting a replacement to (a) complete the unexpired portion of the term, (b) serve a full three-year term of office, or (c) serve a special term of office of less than three-years duration. The regular election schedules shall be followed when replacing councilors who are not officers. In choosing among these three options, Council shall select that most consistent with the desirable staggering of terms of office for the Council positions filled by election at-large

c. Vice-President and President-Elect. If the position is that of Vice-President and President-Elect, the Council shall initiate steps to fill the vacancy in a timely fashion through a special election. The new Vice-President and President-Elect shall take office immediately upon certification of election results and shall succeed to the office of President on January 1 of the year following the initiation of the special election. If necessary to ensure continuous occupancy of the presidency, the current President of the Association shall remain in office until replaced by the new Vice-President and President-Elect. If the current President is unable or unwilling to agree to such extension of term of office, the Council shall appoint an Acting President from among its current membership.

d. President. If the position is that of President, the Immediate Past President shall serve as Acting President during the first year of the presidential term and the Vice-President and President-Elect shall succeed to the Presidency during the second year of the uncompleted term. The regular two-year term of office as President to which the Vice-President and President-Elect was elected to succeed shall remain unchanged.

e. Executive Director. If the position is that of Executive Director, the position shall be filled by the Council following regular procedures. The President shall carry out the duties of Executive Director until a replacement assumes office.

f. Immediate Past President. If the position is that of Immediate Past President, the Executive Director shall perform the duties of Immediate Past President.

Section 8. Quorum

If the number of voting Council members at any meeting of the Council is less than 50 percent of the total voting membership of the Council any decisions taken shall not be considered final until they have been:

(a) submitted by the Executive Director to the full Council in written form and approved by ballot, or (b) formally voted upon at the next meeting of the Council at which a quorum is present.

Article VI. Meetings

Section 1. International Meetings of the Association

Regular European, North American (from 2008 The Americas), and Pacific meetings of the Association shall be held under the direction of the respective superregional organizations. In addition, World Congresses may be held periodically with arrangements to be specified by the Council.

Section 2. Council Meetings

The Council normally shall meet in conjunction with each of the three regular, major meetings of the Association and with each World Congress. Additional meetings of the Council may be called, in exceptional circumstances, by the President. Attendance at meetings of the Council shall be open only to its members and other individuals expressly invited by the President.

At the discretion of the President, other meetings of the Council may be held through teleconferencing to deal with a matter of urgency.

Article VII – By-laws

The names of superregional associations, the rules for the elections of the President, the Executive Director and the members of the RSAI Council are specified in by-laws. Moreover, by-laws regulate: i) the branding of RSAI by the three superregional associations and by all local associations, and ii) the role of specific Committees. Amendments to the by-laws may be proposed by any member of Regional Science Association International Council and shall be adopted upon affirmative vote of the majority of the Council.

Article VIII. Amendments to This Constitution

Amendments to this Constitution may be proposed either by action of the Council or by petition of at least 50 active members of the Association and shall be adopted upon affirmative vote of two-thirds of the members voting. Such voting shall take place by mail ballot

Article IX. Dissolution

If the members resolve to dissolve the organization the Committee and Trustees of the Charity will remain in office as Charity trustees and be responsible for winding up the affairs of the organization and the Charity in accordance with this clause.  The Trustees will collect in all the assets of the charity and must pay, or make provision, for all the liabilities of the charity. The Trustees must apply any remaining property or money:

a) directly for the objects of the Charity

b) by transfer to any charity or charities for purposes the same as or similar to the Charity

c) in such other manner as the Charity Commissioners for England and Wales (‘the Commission’) may approve in writing in advance.

The members may pass a resolution before or at the same time as the resolution to dissolve the organization and the Charity specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity and the Trustees must comply with the resolution if it is consistent with paragraphs a-c above.

In no circumstances shall the net assets of the Organization and Charity be paid to or distributed among the members of the Organization or Charity

The trustees of the Charity must notify the Commission promptly that the charity has been dissolved. If the Trustees are obliged to send the Charity’s accounts to the Commission for the accounting period which ended before its dissolution they must send to the Commission the Charity’s final accounts.

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The Regional Science Association International (RSAI), founded in 1954, is an international community of scholars interested in the regional impacts of national or global processes of economic and social change.
 

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