Section 1. Members and Qualifications. The Corporation shall consist of not less than 100 members. There shall be two categories of membership in the Corporation: Regular Member and Special Member. Any person who is interested in African Studies may become a Member of the Corporation upon application and payment of dues. The category of S pecial Member shall include full-time student, unemployed, or retired members and any other groupings of special membership as the Board of Directors shall from time to time authorize. A Special Member of the Corporation shall enjoy full privileges of a Member of the Corporation upon application and payment of dues; however, the term of a student special membership shall not exceed five years. Unless otherwise stated, the term "Member" as used in these Bylaws shall mean Regular Members and Special Members of the corporation. Members shall have the right to vote for officers and Directors of the Corporation and on such other matters as are presented to the membership. Members shall receive such periodicals and notices as the Corporation shall from time to time distribute.

Section 2. Annual Business Meeting. There shall be an annual business meeting of the Members, which shall be held each calendar year at a time and place designated by the Board of Directors. Such annual business meeting shall be a general meeting open for the transaction of any business within the powers of the Corporation without special notice of such business except in any case where special notice is required by law, by the Certificate of Incorporation, or by these Bylaws. At the annual business meeting, the results of the election by the members made in accordance with the procedures outlined in ARTICLE II, Section 8, and ARTICLE III, Section 2, shall be announced to the members at large and the newly elected members of the Board of Directors shall accede to their offices and the new President and newly elected Vice-President shall formally accede to their offices.

Section 3. Special Meetings. Special Meetings of the Members shall be called at any time by the Executive Secretary of the Corporation upon the request of the President or of no less than one-quarter of the Members or upon resolution of the Board of Directors.

Section 4. Place of Meetings. All meetings of the Members shall be held at such places within or without the State of Delaware as shall be specified in the respective notices of such meeting or waivers thereof.

Section 5. Notice of Meetings. Notice of every annual business meeting of the Members shall be served personally or by mail on each Member not less than ten (10) days before the meeting. Notice of special meetings shall be given, as aforesaid, not more than sixty (60) nor less than ten (10) days before the meeting. Such notice shall state the purpose or purposes for which the meeting is called and the time when and the place where it is to be held. If mailed, such notice shall be directed to each Member at his or her last known address as it appears on the books or records of the Corporation. Notice of the time, or purpose of any meeting need not be given to any Member who attends such meeting or to any Member, who in writing, executed and filed with the records of the Corporation, either before or after the holding of such meeting, waives such notice.

Section 6. Quorum. At all meetings of the Members the presence in person or by proxy of one-fifth, i.e. 20%, of the Members shall be necessary and suffi cient to constitute a quorum and, except as otherwise provided by law or by the Bylaws, the act of a majority of the Members present shall be the act of the Members. No proxy may be voted at any such meeting unless it has been validated by the Secretary of the Corporation at least seven (7) days prior to the meeting.

Section 7. Compensation. The Board of Directors may authorize reimbursement for expenses incurred by Members in connection with the performance of their duties, provided, however, that nothing herein contained shall be construed to preclude any Member from serving the Corporation in any other capacity or receiving compensation for such services.

Section 8. Dues and Termination of Membership. Members may be required to pay such membership fees and dues as may be fixed by the Board of Directors from time to time. Membership in the Corporation is for the calendar year. If a Member does not pay his or her dues within six (6) months after such Member is billed, that membership shall be automatically terminated at the expiration of said period. Any membership so terminated may be reinstated by the Member at any time upon payment of his or her dues for the current year only.

Section 9. Mail Vote. A referendum vote by mail on any question pertaining to the organization or business of the Corporation, or to the removal of officers or Directors, or to the amendment of the Bylaws, or to challenge any action taken by the Board of Directors or by the Membership at any annual business or special meeting, shall be held (i) at the request of a majority of the Board of Directors or (ii) whenever 100 Members, or 15% of the Members, whichever is smaller, file a petition with the Executive Secretary of the Corporation requesting that such a vote be held. In such an event, the referendum vote shall be conducted in the following manner: a ballot stating in reasonably clear and simple language, the question, or questions , to be voted, the date on or before which it must be returned (the "retu rn date"), and the date, time, and place at which ballots shall be counted, shall be mailed by the Executive Secretary to every Member of the Corporation, at his or her address as sho wn on the most recent records of the Corporation, within the time provided by vote of the Board of Directors, or within thirty (30) days after said vote if no time is provided, (if the proposal for such mail ballot or referendum should have been initiated by the Board of Directors) or, within thirty (30) days after receipt of the petition by the Executive Secretary (if such mail ballot or referendum should have been initiated by petition of the Members). The ballots shall be mailed to the Members at least twenty (20) days before the return date indicated in said mail ballot. Within two (2) days after the said return date and at the principal place of business of the Corporation, the Executive Secretary shall publicly open and count the ballots and the resu lts of said referendum shall be immediately in full force and effect. The Executive Secretary shall, within three (3) days thereafter, certify to the Board of Directors and give written notice to the Members at the next general mailing of the detailed count and result of said referendum and the same shall be entered in the Minutes and records of the Corporation. Except as otherwise provided by the law or by these Bylaws, a majority of the votes cast shall determine the question involved, provided, however, that no vote by mail ballot shall be valid and binding unless at least twenty (20) percent of the eligible Members return their ballots prior to the return date.

Not withstanding any provisions herein to the contrary, any action taken by the mail vote of the Membership, as provided herein, may be rescinded or modified only by another mail vote of the membership by a majority of the votes cast.