BYLAWS - DISCUSSION
The version of the INA constitution on the WWW site is a slight update from that which was sent out in the printed NannoNews. The main changes are highlighted in the text and the discussion below helps explain where they come from.
NB There is an informal overview of the working of INA elsewhere on the WWW site.
Thanks to everyone who's contributed to this discussion so far. After some introductory remarks, I'll add my comments below (after the initials WW). Perhaps soon we can hang a revised version of this draft out on the INA web site as Jeremy has suggested and offered to do. I'd like Jackie continue to make the corrections/changes to the final draft to maintain consistency in format.
In general, what we need to develop is an initial set of bylaws in order to be incorporated (i.e., chartered) as a non-profit organization in the Seward, Nebraska, U.S.A. That is essentially where our attorney resides, along with Dave Watkins (whose actually is in nearby Garland, NE). Dave will see to the incorporation. Incorporation will limit our liability both as an association and as individual members or officers of our association. It will also make any contributions to our association tax deductible for the donor.
Specifically, we wish to be incorporated as a "not-for-profit" or "non-profit" corporation under Section 501 (c) (3) of the U.S. Internal Revenue Code. That is what will allow us to be tax-exempt.
While we may hold assets (working capital in bank accounts, publications, office equipment, etc.), we will not be allowed to make a long-term profit. On the other hand, we will not have to pay any taxes. The papers of incorporation and the Initial Byelaws will tell the U.S. Internal Revenue Service (IRS) what we intend to do. If we perform as we say we will, after about one year they will review our operation and should grant us permanent tax exempt status.
The key item here is to show that we will serve the public good by "educating the public" in the area of calcareous and siliceous nannofossils. It is not enough claim a tax exemption because we are an academic society; we must through our activities serve an educational purpose. That we do through our publications, meetings, field trips, etc. It is for this reason that we have rather specific wording in the byelaws. It may be that our attorney will alter those phrases somewhat to better meet the legal requirements.
You will see the term "501 (c) (3) Corporation" mentioned in the bylaws. This will distinguish us from other scientific organizations that may also have some political purpose. For instance, the American Association of Petroleum Geologists fall under another section of the IRS tax code that allows them to lobby Congress, campaign for or against political issues, etc. If I remember correctly, such organizations are actually professional associations under the tax code.
Because we wish to incorporate, there are also certain other requirements we must meet. Besides submitting a set of bylaws, we must provide for 'Officers' and a 'Board of Directors'. This is standard procedure even if we chose to call our 'Board of Directors' something else, such as the "Council". Basically, the powers granting our charter want to know who is in charge/responsible; we will have to submit a list of actual names. Once incorporated, we will retain that status as long as we file the proper papers each year with the State of Nebraska. Changing officers, etc., will not affected our corporate charter.
We have set up in our bylaws a "Foundation", which is the fund-raising arm of our association. The Foundation does not have to be separately incorporated, and will enjoy under our 'corporate umbrella' the same tax-exempt status as the INA.
By the time of our annual meeting in September, we'd like for the Bylaws to be as close to final as possible. That doesn't mean that they can't be altered later, and there are provisions in the document for doing that. Most any association will find it desirable to amend their byelaws from time to time as their organization grows and/or evolves.
My last general comment is on the composition of the Council. I think 12 members is about the limit; any larger group would become unwieldy. I made provision for 2 "Members'-at-large" to allow anyone to run for Council in a contestable election. This will also allow a council spot for folks making significant contributions to INA but whose tasks are not so well defined or permanent.
At present, the number of Council members, including the 2 Members-at-large, is 11. I'd like to propose adding one more seat for the Organizer of the Biannual meeting. Such a person would take office at the close of one biannual meeting and would serve through the next meeting (which they would organize). That position, therefore, would rotate very two years. Let us know your thoughts on this issue.
Last corrections (July 2002)
A few minor corrections have been made at this stage, in particular
1. We are now formally incorporated in Seward, Nebraska, USA
2. The lawyer said we can not use the term "Foundation Director" because we have no separately incorporated foundation. So, we hace called that position "Director of Development".
More or less unedited version of email discussion of particular points / proposed changes to the draft bye laws.
Contributors KvS Katharina von Salis, JRY Jeremy Young, SS Stacia Spaulding, WW Woody Wise. Coloured text quotes from the draft bye-laws
KvS - IS THIS WHERE ONE HAS TO APPLY FOR "NON-TAXATION"?
WILL IT BE IN THE USA?
AND DOES IT CHANGE WHEN THE ASSOCIATION GETS A NEW PRESIDENT?
JRY - I think this is a formality to conform with US laws. I presume
that having made the decision to register in the US we will be bound
by their laws but equally will be able to exploit their tax breaks,
which is relevant since the enthusiasts for the INA foundation were
American. I assume it will not matter if we have a President who is
WW: right; see my intro remarks.
Section 2.1 The objective of the Association shall be the advancement
of the education of the public in the study of nannoplankton (to
include extant and fossil calcareous nannoplankton and
KvS -I SUGGEST SILICEOUS NANNOPLANKTON INSTEAD OF SILICOFLAGELLATES,
SO WE INCLUDE ARCHAEOMONADS AND EBRIDIANS)
JRY- seems sensible to me.
WW: OK by me.
SvH: under "A" it says "to undertake research". However, although the
individual members undertake research, the association as an organisation
does not. Out job is to stimulate research, possibly by sponsoring it.
Also, as KvS says, by supporting young scientists (plus those from weaker
WW: Jeremy raised the same point some time back and I now agree that we can change this without jeopardizing our non-profit application. So, rather than "A. to undertake research..." I'd suggest "A. to promote research".
KvS We should be able to cancel Invited Membership
JRY - I agree, this should be explicitly possible in the constitution.
SS- I am not sure that I understand the difference between "Honorary"
and "Invited" members.... Are both catgeories really necessary? Which
category do our current "free" members fall under??
JRY I think the invited members are our current free members while honorary members will be a sort of award status.
WW: right on ""invited" members; and I agree those can be cancelled. We subsidize the membership fees of certain members who can't afford to pay them but who provide us a service such as making our publications available through libraries and sending us reprints of nannofossil work done in their region. Funds for doing this should be raised through our Foundation.
Honorary Memberships can be given those who have done exception service to the organization.
SS Article V. Section 5.6 I am not really keen on myself (or future
Treasurers) being bound to sending out dues notices to each member every
year. At least half of the membership pays their dues regularly and
efficiently. (I have trouble opening most attachments sent from members
and I know that others have difficulty in opening attachments that I send
out). Sending out nearly 300 letters by regular mail would be very
time-consuming and quite expensive. Can we delete the part about sending
I would like to try doing it the way NAMS does it. In the Nanno News we
would devote a page (or 1/2 page) to a form which could be cut out and sent
to me along with dues payment or credit card info. This would include
name, address, e-mail, etc. and would also serve to keep addresses updated
- at least for those members who choose to use it.
JRY Sounds much more sensible to me.
WW: That's fine with me also. I like the method of putting the dues expiration date on the mailing label and then calling attention to that. I'd hope that before a member is dropped for non-payment of dues, that person could be notified by email by the Treasurer that they are about to be dropped.
Section 6.8 All Members may purchase, at reduced rates, books
published by the Association, except that publications funded by a
USA 501(c)(3) tax-exempt organization shall normally be one price to
KvS - ? - WE OTHERS DO NOT KNOW WHAT IS MEANT BY THIS USA 501(c)
JRY - I do not much like this US - specific jargon but if I am
assured that there is a GOOD reason for it then could we at least
have an explanation
SS - I think we should delete the 501 (c)(3) part. 501(c)(3) is the
designation used by the U.S. Internal Revenue Service for a tax-exempt
organization (and to which donations are tax deductible...) As I
understand it, this designation will only apply to the INA Foundation. The
Association will be the entitity publishing the books, etc. I prefer "All
members may purchase, at reduced rates, book and other materials published
by the Association."
JRY - I agree
WW: I agree. The reference to publications by other 501(c)(3) organizations refers to the fact that scientific societies today often advertise and distribute publications for sister organizations (GSA does this for the GSL; SEPM for AAPG, etc.). We probably won't be doing this anytime soon.
KvS ??? WHY BOARD OF DIRECTORS, WHEN FURTHER DOWN WE WRITE ABOUT
"OFFICERS" - which, personally, I do not specially like since it is
taken from the military world.
JRY - I agree but assume there is some good reason??? NB Officer may
be associated in peoples' minds with military but the word does not
have that meaning - my favourite dictionary (Concise Oxford English
Dictionary, 1st edition) gives "Holder of public, civil or
ecclesiastical office......; president treasurer, secretary etc. of
society;..." as the first two meanings of the word only mentioning
the military rather later.
WW: see my into remarks; sorry, this is the way it has to be done.
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 eleven (11) Members. Council membership shall include
the President, President-elect (when appropriate),
Secretary/Treasurer, Calcareous Nannofossil Bibliographer, Director
of the INA Foundation, two Council Members At Large, and the Editors
of the Journal of Nannoplankton Research, Nanno News, the Special
Publications Series, and the INA World Wide Web (WWW) site.
KvS - SECRETARY/TREASURER - THIS WAS ONCE A COMBINATION WHICH SEEMED
PRACTICAL - IT DOES NOT NEED TO BE THE SAME PERSON - SO SHOULD NOT BE
PUT IN THE BYLAWS AS ONE PERSON.
JRY - My feeling is that our previous experiment with dividing the
post was rather unsuccessful - in a small society like ours combining
the posts of treasurer and membership secretary is most practical and
we have not found a need for a separate secretary. If the posts were
divided I would suggest secretary vs treasurer/membership secretary.
SS I agree with Jeremy. There is a lot of overlap in these jobs.
Just to clarify what would be the difference between the "Secretary" and
JRY - in most societies there is a "Secretary" who is responsible for the running of the society - organising council meetings and ballots, reporting on activities, ensuring minutes are kept of meetings, etc. A Membership secretary by contrast is a fairly precise job - looking after membership records. In INA we have mostly had a joint "Secretary/Treasurer" which essentially combined Membership secretary and Treasuter jobs. The classic secretary role has been left somewhat in limbo, being done variously at different times by the President, Secretary/Treasurer or JNR editor.
WW: Several folks have indicated to me that in our small (300 mbr) organization, it is hard enough to get someone to do either of these roles. Unless we grow significantly in number, it would probably be more efficient to keep these combined. If our situation changes, they could be split up.
Section 7.2 Council shall have general and ultimate executive control
and management of the affairs and funds of this Association. Duties
shall include, but not be limited to: designation of time and place
of the biannual meeting of the Association;
KvS ??? USED TO BE DONE BY THE VOTE OF THE MEMBERS AT THE BIANNUAL
CONFERENCE, WHICH I FIND BETTER THAN BY COUNCIL
JRY - I agree, but I guess the intention here is that council has the
ultimate responsibilty although in practice as far as possible the
meeting will decide??
WW: Yes, council has the ultimate authority and responsibility on these matters, but wording can be added here to the effect that "designation of time and place of the biannual meeting of the Association following a vote of the members in attendance at the previous meeting".
That also allows Council to arrange a meeting if the venue selected at the annual meeting doesn't work out for some reason and another site must be selected.
SvH: Should we not be careful with the words "biannual" or "annual"? We
have often discussed to make the time between meetings longer, and while so
far the preference has been for two years, this could change. Let's not
commit to a fixed frequency.
WW2: OK, lets call this the "General Meeting" (capitalized). Section 14.1 still calls for a meeting of the members every two to the years, so most will such meetings will probably fall within that time frame. Jeremy will need to run a word search, but from a quick scan I find that "biannual meeting" would need to be replaced by "General Meeting" in Sections 7.3 (1st sentence), 8.2 (1st sentence), 8.5 (1st sentence, where I'd suggest it be replaced by the phrase "appropriate General Meeting"); ARTICLE XIV title; Section 14.1 (both sentences), and 14.2 (1st sentence).
Section 7.3 Council shall meet at the biannual meeting, and at other
times and places designated by Council, and at the call of the
President. Robert's Rules of Order shall apply at all Council
KvS - Robert's Rules of Order WHAT ON EARTH IS THIS?' ARE YOU SURE
THE NON-USA-MEMBERS KNOW ABOUT THIS?
JRY - I have no idea what this is and do not see any need to specify
it. If we have to mention it then I would at least like a reference
so that we can look it up.
SS Robert's Rules of Orders is a book of parliamentary procedure.
It's can be very complicated unless one has very intimate knowledge of the
rules, etc. I vote that we ditch that part.
JRY me too
WW: fine, we don't need to specify the parliamentary rules to be followed. That can be left up to the President.
KvS - Who is to keep and update a list of members and publish it
regularly in the NannoNews?
JRY - this should indeed be added to the list of Sec/Treas duties.
SS Yes, I do this but have not published a list in the Nanno News.
Will try to do that for the next issue....
WW: OK by me.
SvH: Section 8.2 / 8.7
Why should Members At Large be restricted to four years? I would let them be
re-elected as well, if they do a good job. Or is this to ensure that at
least part of the council changes regularly?
WW2: Yep, this is to ensure some turn over in Council plus some opportunity for others to serve. Anyone can run for these posts. Most of the other Council positions are not competitively elected and have no term limits.
Section 8.11 The Calcareous Nannoplankton Bibliographer shall
maintain a database of nannoplankton-related publications and an
index of all newly- described taxa.
KvS AND SUBMIT IT FOR PUBLICATION IN PRINT AND/OR ELECTRONICALLY
….TWICE A YEAR - OR WHATEVER. IT'S NOT ENOUGH TO KEEP A BIBLIOGRAPY
ON ONE'S OWN COMPUTER…
JRY - indeed
WW: Good suggestion. I hope Bill Siesser, Shirley and John Steinmetz can pull together the taxonomic index from past years into one coherent electronic file.
WW Before going further, I'd like to propose formally a 12th council position as I mentioned the first time I commented, ie., that of "Conference Convener". This requires appropriate changes or additions to Section 7.1, Section 8.1 and the insertion of a new Section 8.12 (with renumbering of subsequent sections). That new Section 8.12 would read (and I'm open to suggestions on the wording here):
"Section 8.12 The Conference Convener will organize the INA Conference, thereby being responsible for securing the necessary facilities and accommodations, organizing as appropriate technical sessions, workshops, exhibits and field trips, advertising and promotion (including the solicitation/arrangement of sponsorships and funding), and the publication of the proceedings or some portion thereof. The Conference Convener will be appointed by Council following a vote of the membership on proposals submitted at a General Meeting. The Conference Convener will serve from the conclusion of that General Meeting to the conclusion of the next (approximately a 2-3 year term).
NB This change was proposed subsequent to the others, the related text changes are indicated in orange.
KvS in various places Chairman is used, it should be replaced by Chairperson
JRY indeed (although I can only find one use)
WW: OK by me.
Section 10.2 Council is responsible for the annual budget, which
shall be based on the calendar year. A balanced budget will be
presented by the Secretary/Treasurer to Council
KvS BY ??? EVERY YEAR/TWO YEARS? IT MIGHT BE PRACTICAL TO GIVE A DATE,
JRY If the budget is annual then it should be submitted (and audited)
every year. (NB What is a balanced budget?)
SS It is my understanding that a balanced budget means that
expenditures are equal to income.
JRY That is how it reads to me and I am slightly worried about this, since on an annual basis we have never done that, instead having tended to accumulate a small amount of capital. Alternatively though maybe it just means the numbers all have to add up.
WW: This is going to require some work on the part of the Secretary/Treasurer or the Assistant Treasurer since this will usually have to be done by email. We need to have a defined budget period, particularly since our biennial meetings do not always occur at the same time of year. The calander year would be the simplest approach. The budget could be submitted and approved by Council some months before. The biennial meeting would be a logical time in those years that there is a meeting.
A balanced budget means that the spending plan cannot call for more expenditure than there is projected revenue. Drawing up such a plan is the easy part. Sticking to it is the hard part. Just having a budget doesn't keep your association from going bankrupt. But, it helps guide spending and hopefully keeping us our of trouble.
SvH: Note that in 10.2 is no mention of approval by the members? We never
bothered, but if we spell it out like this we should build in here that the
budget needs to be approved by the members.
WW2: I don't believe that is practical, and I don't really known of any other organization that has the annual budget approved by the membership. That is why we have a Council, and this is one of their primary responsibilities.
Section 10.3 ..... The Secretary/Treasurer and President shall be
bonded for an amount to be set by Council and the expense shall be
borne by the Association.
KvS I DO NOT UNDERSTAND THE LAST PHRASE - AND CAN NOT FIGURE IT OUT
EVEN WITH THE DICTIONNAIRE.
JRY Means nothing to me either.
SS I have never heard "bonded" used in this context. My best guess is
that it's like an insurance policy that would protect the Association
should the President and/or Treasurer run off with the INA funds.
WW: Stacia is right. This is common practice for most organizations with funds/assets. I doubt we'd every have a problem with someone making off with the association's funds, but this protects the association in the event (and it has been known to happen; just ask the Boy Scouts!).
Section 10.5 In the event of the dissolution of the Association, the
assets remaining after discharge of all liabilities shall go for
charitable, scientific, or educational purposes .....
KvS AND WHAT HAPPENS IF THERE ARE DEBTS WHEN THE ASSOCIATION IS
CLOSED DOWN? WHO IS LIABLE? IN SWITZERLAND we would have to put in
some words about that in case of mismanagment/financial debts of the
association, "members are only liable up to one annual membership
fee" or something like this.
SS Here is another place where 501 (c)(3) is used with the Association
but it should apply only to the INA Foundation.
WW: This is a good question for Dave to ask our lawyer, but my understanding is that once incorporated, no member can be held liable for any debt or liability of the association. That's the benefit of incorporation. It provides limited liability. If the association is sued, the plaintiff can recover no more than the total value of the assets of the association
Section 14.1: At least one meeting every 2 to 3 years
SvH Add that this
should be in conjunction with the conference, unless none is organised
within the required period
WW2: I agree. The wording could be "Council shall designate the time and place of the General Meeting, to coincide whenever possible with the INA Conference (unless none is organized within the required period)".
Section 15.2 Council shall submit such amendments to the Members
KvS OF THE ASSOCIATION OR OF THE COUNCIL?
JRY I read it as meaning members of the association, but it would be
better to make that explicit.
WW: The "Members" are defined in Section 3.1. When written in upper case, this is understood to be the members of the association, and that doesn't need to be restated throughout the document.