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CHANGES TO THE INA BYLAWS AS AGREED AT INA16


Amendments to the INA byelaws as proposed by council during the INA16 conference held at Athens Greece, September 2017, and approved by a >2/3 majority (nem. con., 1 abstention) of the members present during a business meeting held during the conference and attended by ca. 80 INA members (out of a total current membership of ca 230).

Technical amendments were agreed as following:

  1. That retired members should be eligible for reduced rare subscription
  2. To remove the post of Secretary/Treasurer and introduce the separate posts of Secretary, Treasurer, and Membership Secretary
  3. To remove mention of Nanno News from the bylaws.
  4. To amend the bylaws so that references to decision-making by written ballot/mail included the option to do this by email, online ballot, or similar.

It was further agreed at the meeting that:

  1. It was inappropriate for the bylaws to be formally revised every time that the minor changes were made to the officer posts in operation
  2. The constitution would define the roles of the principal officers but not of all officers.
  3. There should be an explicitly defined set of officers who had final responsibility for the society and the authority to make decisions in the name of the society.
  4. Consequently that a subset of 12 of the officers would be designated the Council
  5. The Council would automatically include the President, Secretary, Treasurer, Director of the INA Foundation, Journal Editor, the two elected Council Members at Large, in addition up to four other officers would be appointed.
  6. The actual composition of the Council shall be determined at each General Meeting for the period until the next General Meeting

These changes result in the following amendments to the INA byelaws.

Section 5

Deletions of mentions of NannoNews, insertion of retired members as category of reduced rate membership.

Section 7.1

Previous version
The executive authority of this Association shall be vested in a Board of Directors (herein called 'Council') consisting of a maximum of twelve (12) Members. Council membership shall include the President, President-elect (when appropriate), Secretary/Treasurer, Public Outreach Officer, Director of the INA Foundation, Conference Liaison Officer, Social Media Officer, two Council Members At Large, and the Editors of the Journal of Nannoplankton Research, the Special Publications Series, and the INA World Wide Web (WWW) site.

New version
Section 7.1 The executive authority of this Association shall be vested in a Board of Directors (herein called 'Council') consisting of a maximum of twelve (12) Members. Council membership shall include the President, Secretary, Treasurer, Membership Secretary, Director of the INA Foundation, two Council Members At Large, the Editors of the Journal of Nannoplankton Research and up to four (4) other officers. The actual composition of the Council shall be proposed at each General Meeting for the period until the next General Meeting, and will be displayed on the Association's website and within the Journal of Nannoplankton Research.

Section 8.1

Previous version
The officers of this Association shall be as follows: President, President-elect, Secretary/Treasurer, Public Outreach Officer, Director of the INA Foundation, Conference Liaison Officer, Social Media Officer, two Council Members At Large, and the Editors of the Journal of Nannoplankton Research, Special Publications, and the INA WWW site.

New version
The officers of this Association include the following: President, President-elect, Secretary, Treasurer, Membership Secretary, Director of the INA Foundation, two Council Members At Large and the Editors of the Journal of Nannoplankton Research. Additional officers may be appointed to perform specific roles, subject to approval by the council and confirmation at the earliest possible Business Meeting. A listing of all current officers will be maintained on the website and published in the Journal of Nannoplankton Research.

Section 8.4

Previous version
Section 8.4 The Secretary/Treasurer shall be responsible for recording the actions of Council, shall supervise the receipt of all funds and, under the direction of Council, be responsible for all disbursements of funds of the Association, shall keep and update a list of members and publish it periodically. In the absence of both the President and the President-elect, the duties of presiding officer shall be performed by the Secretary/Treasurer.

Replaced by
Section 8.4 The Secretary shall be responsible for recording the actions of Council, also in the case of a telematic link of the council. In the absence of both the President and the President-elect, the duties of presiding officer shall be performed by the Secretary.

Section 8.5 The Treasurer shall supervise the receipt of all funds and, under the direction of Council, be responsible for all disbursements of funds of the Association.

Section 8.6 The Membership Secretary shall keep, and update, a list of Members and publish it periodically. The Membership Secretary shall oversee all electronic ballots associated with Association elections, and any other business requiring a vote by Members, and shall report the results of such ballots to the President.

Sections 8.5 to 8.7

Renumbered as sections 8.7 to 8.9

Sections 8.8 to 8.11

Deleted - these sections detailed the duties of the Social Media Officers, the Special Publications officer, the Editor of the INA WWW site, the Public Outreach officer. The holders of these posts are not now automatically council members (although they are members of the broader/less formal INA committee). The scope of such posts will now be documented online rather written into the bylaws.

Sections 8.12 to 8.18

Renumbered as sections 8.10 to 8.16 Minor amendments made to allow for email/online ballots and to reflect changes to the council. In particular

Section 8.11 (previously 8.13)

Previous version
Quorum: at any meeting of Council of the Association, the presence of one-half of the officers in person shall constitute a quorum for all purposes except amendment of the Bylaws, which shall follow procedures as stated in ARTICLE XV. The act of a majority of officers present at any meeting at which there is a quorum shall be the act of the full Council.

New version
Quorum: at any meeting of Council of the Association, the presence of one-half of the Council, Officers, in person, shall constitute a quorum for all purposes, except amendment of the Bylaws, which shall follow procedures as stated in ARTICLE XV. The act of a majority of Council, present at any meeting at which there is a quorum, shall be the act of the full Council.

Section 9.2

Previous version
Ballots containing short biographies of nominees shall be mailed to each voting Member of the Association well in advance of the General Meeting. Names of nominees shall be arranged in alphabetical order on the ballot. The sealed returned ballots received by the Secretary/Treasurer shall be counted by a ballot-counting committee appointed by the Secretary/Treasurer. Each sealed ballot must bear the signature of a voting Member on an outer envelope. Alternatively, Members may receive and submit their ballots to the Secretary/Treasurer by electronic media (e-mail, fax, etc.) if they so choose.

New version
Ballots containing short biographies of nominees shall be sent to each voting Member of the Association well in advance of the General Meeting. Names of nominees shall be arranged in alphabetical order on the ballot. The ballot may be conducted by conventional mail, email, or online ballot, overseen by the Membership Secretary.

Section 14.4

Previous version
'Action by Written Ballot Without a Meeting': any action which may be taken at any regular or special meeting of Members may be taken without a meeting, if the Association distributes a written ballot to every Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, and provide a reasonable time within which to return the ballot to the Association. Approval of action by written ballot shall be by majority of at least the number of returned ballot votes equal to or exceeding the quorum required to be present at a meeting authorizing the action. The ballots must specify the time by which they must be received by the Association in order to be counted. A written ballot may not be revoked after its receipt by the Association or its deposit in the mail, whichever occurs first. Members may submit their ballots by electronic media (e-mail, fax, etc.) if they so choose.

New version
'Action by Written Ballot Without a Meeting': any action which may be taken at any regular or special meeting of Members may be taken without a meeting, if the Association distributes a written ballot to every Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, and provide a reasonable time within which to return the ballot to the Association. Approval of action by written ballot shall be by majority of at least the number of returned ballot votes equal to or exceeding the quorum required to be present at a meeting authorizing the action (i.e one fifth of the members). The ballots must specify the time by which they must be received by the Association in order to be counted. A written ballot may not be revoked after its receipt by the Association. A written ballot may be undertaken using email or other technologies.