INA BYLAWS - YOUR COMMENTS PLEASE
Jan 2002 Draft with subsequent alterations indicated in colour (see discussion for explanation)
The draft bylaws below are for inspection by the membership and will be voted on by the membership at the General Meeting in Parma, later this year (ie the INA business meeting held during the INA Conference). The wording may change, in part, after our attorney reviews this document. Please also be aware that parts of these bylaws are worded to conform to the legal language necessary to qualify the INA for non-profit status under the US tax code. Consequently, parts such as the 'Aims and Objective' (Section 2.1) may seem a bit stilted and archaic to the reader, but this is what the US Internal Revenue Service will be looking for. Please bear with us on this.
After reviewing this document, please send your suggestions for any alterations to the President.
Section 1.1 The name of the Association is International Nannoplankton Association (INA).
Section 1.2 The registered office shall be in the City of Seward Nebraska.
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 siliceous nannoplankton). In furtherance of the above objective, the Association shall have the following aims and powers:
undertake promote research in all subjects related to nannoplankton and to publish the useful results of such research;
B. to arrange and provide for, or join in arranging and providing for, the holding of meetings, field trips, field conferences, and lectures;
C. to procure to be written, and to print, publish, issue and circulate gratuitously or otherwise, any reports, periodicals, books, pamphlets, leaflets, electronic media or other documents.
Section 3.1 Members shall be persons classified as follows:
A. Members: persons whose interests or professional or academic activities are in keeping with the aims and objective of the Association;
B. Honorary Members: persons who have distinguished themselves through service to the Association;
C. Invited Members: persons who are invited to join the Association for the furtherance of the aims and objective of the Association;
D. Sustaining Members: persons who provide substantial financial support for sustaining the aims and objective of the Association.
Section 3.2 Corporate Members shall be corporations or organizations that provide substantial financial support for sustaining the aims and objective of the Association.
Section 3.3 Institutional Members shall be non-profit or educational organisations interested in the activities of the Association.
A. Membership shall be open to all who are interested in the furtherance of the study of nannoplankton.
B. Honorary Members shall be elected by a majority vote of Council after being nominated by a committee.
C. Invited Members shall be elected by a majority vote of Council after being nominated by a committee. Invited membership can be cancelled by a majority vote of Council.
Section 5.1 Annual dues and journal subscription rates, herein referred to jointly as annual membership costs, shall be determined by Council and shall be assessed on a calendar-year basis.
Section 5.2 Members shall pay the full annual membership costs.
Section 5.3 For persons who are currently enrolled full-time in a fully accredited college or university, pursuing a degree, there may be, at the discretion of Council, a reduction of annual membership costs. The period of reduced annual membership costs for students shall be limited as specified by Council.
Section 5.4 Annual membership costs of Invited Members may be waived in toto or in part, with said costs to be offset by appropriate funds from the INA Development Account. Invited Members shall be encouraged to make their INA publications available to others in their laboratories, academic institutions, and appropriate regional scientific or industrial organizations. They will also be required to send copies of their collective publications, as appropriate, to the relevant INA Bibliographer.
Section 5.5 Honorary Members shall pay no annual membership costs, but shall receive a subscription to the Journal of Nannoplankton Research and Nanno News (the INA newsletter).
Section 5.6 Corporate and Institutional Members shall pay an annual membership cost, to be determined by Council, which shall include subscription to the Journal of Nannoplankton Research and Nanno News (the INA newsletter).
Section 5.7 Annual membership costs are payable in advance, on or before the first day of each calendar year.
A bill shall be mailed or e-mailed to each member in July of each year, stating the amount of annual membership cost and the conditions and penalty for default of payment. A Member who fails to remit by January 1st shall be considered to be in arrears and may not receive further copies of the Journal of Nannoplankton Research or Nanno News (the INA newsletter) until such arrears are met, and also may be charged a special handling fee established by Council.
Section 6.1 Members shall have the privilege of holding office, except as restricted by ARTICLE IX, Section 4 of these Bylaws, and of voting, serving on Association committees, and transacting the business of the Association.
Section 6.2 Members who pay reduced annual membership costs by reason of being a student shall retain the duties and privileges of membership.
Section 6.3 Honorary Members shall have all the privileges of membership.
Section 6.4 Invited Members shall have all the privileges of membership.
Section 6.5 Sustaining Members shall have all the privileges of membership. A Sustaining Member may dedicate dues to a specific established program of the Association. The names of Sustaining Members may be published in an issue of one of the Association's publications.
Section 6.6 Corporate Members may dedicate dues to a specific established program of the Association. The names of Corporate Members may be published in an issue of one of the Association's publications.
Section 6.7 Institutional Members shall not have the right to vote or hold office. The privileges and/or categories of institutional membership shall be determined by Council.
Section 6.8 All Members may purchase, at reduced rates, books published by the Association
, except that publications funded by a 501(c)(3) tax-exempt organization shall normally be one price to all.
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)twelve (12) Members. Council membership shall include the President, President-elect (when appropriate), Secretary/Treasurer, Calcareous Nannofossil Bibliographer, Director of Development, Conference Convenor, 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.
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
biannualGeneral Meeting of the Association following a vote of the members in attendance at the previous meeting; supervision of election of officers and filling of vacancies; administering funds for the objective provided under the Certificate of Incorporation of the Association; establishing appropriate fiscal policies; and performing any other administrative duties required to accomplish the aims and objective of this Association.
Section 7.3 Council shall meet at the
biannual General 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 meetings and A simple majority of Council members shall constitute a quorum. No proxy votes shall be allowed and no alternates may be appointed for absent members. Council may act on Association matters by mail, fax, or e-mail vote when needed.
Section 8.1 The officers of this Association shall be as follows: President, President-elect, Secretary/Treasurer, Calcareous Nannoplankton Bibliographer, Director of the INA Foundation, Conference Convenor, two Council Members At Large, and the Editors of the Journal of Nannoplankton Research, Nanno News, Special Publications, and the INA WWW site.
Section 8.2 Terms of office, excluding that of the President-elect, shall commence at the close of the
biannual business General Meeting closest in time to calendar years divisible by the number four (4). All officers shall serve four-year terms. All except the President and Members At Large may be elected to successive terms in the same office.
Section 8.3 The President shall be the chief executive officer of the Association and shall preside over all meetings of the Association and Council. In the event of death or resignation of the President, the duties and title of President shall fall to the most recent Past President.
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.
Section 8.5 The Editor of the Association's official periodical publication, as named in ARTICLE XI of these Bylaws, shall supervise production of the journal and have final authority in soliciting, accepting, and rejecting all material for publication in this journal. The Editor may appoint associate editors as needed to accomplish publication of the journal.
Section 8.6 The Director of Development shall discuss fund-raising possibilities with the INA Council and shall be responsible for the execution of such fund-raising. Foundation funds may be maintained for accounting purposes in a special account under the supervision of the Secretary/Treasurer. The Director of the INA Foundation shall advise Council on the status and expenditure of Foundation funds. All such expenditures must be authorized by Council.
Section 8.7 Council Members At Large have no specific duties assigned herein, but may receive direction from the President and Council. They may not succeed themselves in that office.
Section 8.8 The Editor of Nanno News shall prepare a newsletter to be distributed with each regular issue of the Journal of Nannoplankton Research, as well as with other issues when deemed appropriate.
Section 8.9 The Special Publications Editor shall supervise production of a series of special publications for the INA, and shall have final authority in soliciting, securing funds for, accepting and rejecting all material for publication. The Special Publications Editor may appoint associate editors as needed to accomplish publication of such volumes.
Section 8.10 The Editor of the INA WWW site shall maintain the site as the public face of the Association.
Section 8.11 The Calcareous Nannoplankton Bibliographer shall maintain a database of nannoplankton-related publications and an index of all newly-described taxa and submit it for publication in print or electronically twice a year.
Section 8.12 The Conference Convenor 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 Convenor will be appointed by Council following a vote of the membership on proposals submitted at a General Meeting. The Conference Convenor will serve from the conclusion of that General Meeting to the conclusion of the next (approximately a 2-3 year term).
Section 8.13 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.
Section 8.14 Any action which may be taken at any regular or special meeting of Council may be taken without a meeting if the Association distributes a written ballot to every officer 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 consent of the officers entitled to vote on the matter. The ballots must also specify the date 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. Due to the international nature of the Association, electronic mail (e-mail) is considered a valid method of delivering a written ballot.
Section 8.15 The President shall serve a four- (4) year term. This officer shall not be eligible for an immediate second term in that same office.
Section 8.16 The President-elect will be elected well in advance of the
biannual General Meeting of the Association. She/he will be considered an eligible officer of Council immediately following the announcement of the result of the election.
Section 8.17 The Editors of the Association's official publications, as named in ARTICLE XI of these Bylaws, the Editor of the INA WWW site, the Secretary/Treasurer, and the Director of Development shall be elected to serve four- (4) year terms and may be elected to successive terms. If co-editors are selected for any of these publications, they shall share a single vote when voting in motions presented before Council.
Section 8.18 Council shall select one individual to fill any vacancy occurring in any of the offices, except that of President. An individual to fill a vacancy occurring in the office of President-elect shall be elected by mail ballot to the Membership through a special election called by Council. That ballot shall contain the names of all qualifying Members nominated by Council.
Section 8.19 From time to time, officers of the Association may require specialist advice regarding Association business. At these times, non-elected advisors may be co-opted onto the Council with the approval of the elected officers. These non-elected advisors will have no voting rights with regards to Council business, their terms running for as long as they are required to provide advice.
Section 9.1 The President shall appoint a nominating committee of not less than three (3) Members, one (1) of whom shall be designated as chairperson and none of whom shall be officers of Council. The President shall instruct this committee to issue a call for nominations and to submit the names of at least two (2) qualified nominees for the offices of President-elect and Council Member At Large. Competitive elections are not required for other offices. Nominations for elective offices shall be completed well in advance of the
biannual General Meeting closest in time to a calendar year divisible by the number four (4).
Section 9.2 Ballots containing short biographies of nominees shall be mailed to each voting Member of the Association well in advance of the
biannual 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.
Section 9.3 A simple majority of the votes received for any office shall constitute election. In the event of a tie, a vote of Council shall prevail.
Section 9.4 Nominees for all elective offices shall be Members, Sustaining Members or Honorary Members in good standing. Nominees for the office of President-elect may be serving at the time of nomination,
as Secretary/Treasurer or Editorin any other office, including those on Council.
Section 10.1 Council shall establish, and amend as necessary, a Procedures Manual which shall provide guidelines for Association financial matters and for the various facets of day-to-day Association business, not otherwise covered in the Bylaws, such as committees, representatives to other societies or groups, production of publications, short courses, meetings, and symposia.
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 not less than two months before the end of the year, and a balanced budget will be adopted by Council.
Section 10.3 The President shall cause an audit of the Association's books to be performed annually, with the results reported to Council. 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.
Section 10.4 Authorized signatories shall be determined by Council.
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 in strict compliance with exemption provided under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Under these circumstances, no Member of the Association shall have any right of interest in the assets of the Association.
Section 10.6 Council is responsible for approving an official Association logo and authorizing its use. The logo shall be a unique graphic device, intended to be identified with the corporate entity INA, and its use will be restricted to the identification of Association services and products, or of products and services cosponsored by the Association by a specific action of Council, as well as general business uses such as letterheads, envelopes, invoices, and other printed matter. Unauthorized use (commercial or otherwise) by individual Members is specifically prohibited, except that members may display it on their personal web-sites, scientific posters, presentations, etc., as long as such display brings beneficial recognition to the Association.
Section 11.1 The Journal of Nannoplankton Research is designated as the official periodical publication of the Association.
Section 11.2 Council is authorized to provide for other publications, such as a newsletter (Nanno News) and a Special Publications Series, in keeping with the aims and objective of the Association.
Section 12.1 Council shall have the responsibility for establishing awards, for approving the recipients, and for selecting mechanisms to accord appropriate recognition to award recipients.
Section 12.2 Nominations for award recipients shall be the responsibility of a committee appointed by Council.
Section 13.1 Council shall have the authority to establish, direct, and dissolve standing committees of the Association.
Section 13.2 The charge; method of appointment of chairmen, vice-chairmen, and other committee members; number of members; and terms of standing committees shall be detailed in the Procedures Manual.
Section 13.3 Ad hoc committees may be appointed by the President, upon approval of Council, to consider specific questions or conduct specific studies.
Section 13.4 Representatives to other organizations shall be designated, and shall serve, as provided for in the Procedures Manual.
Section 13.5 Committee chairmen and representatives shall submit a biannual written report to Council.
Section 14.1 The Association shall hold at least one (1) stated meeting of its Members every two to three (2 to 3) years which shall be known as the
biannual General Meeting. Council shall designate the time and place of the biannual General Meeting, to coincide whenever possible with the INA Conference (unless none is organized within the required period).
Section 14.2 At the
biannual General Meeting, there shall be a business meeting at which time Council may present to the Members items of business for information, recommendation, discussion, or vote.
Section 14.3 'Quorum': at any meeting of Members of the Association, the presence of one-fifth of the Members in person or by proxy shall constitute a quorum for all purposes except the selection of officers, which shall follow procedures as stated in ARTICLE IX (Election of Officers), and the amendment of the Bylaws, which shall follow procedures stated in ARTICLE XV. The act of a majority of Members present at any meeting at which there is a quorum shall be the act of the full membership.
Section 14.4 '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.
Section 15.1 Amendments to these Bylaws may be proposed by the following means: resolution of Council or written proposal signed by ten percent (10%) of the voting Members of the Association.
Section 15.2 Council shall submit such amendments to the Members by mail ballot, or to the Members present at the annual business meeting, and these shall be passed upon receipt of a two-thirds (2/3) affirmative vote of the Members voting.
Section 16.1 Notwithstanding any other provision of these Bylaws, no Member, Council officer, officer, employee, or representative of this Association shall take any action or carry on any activity by, or on behalf of, the Association not permitted to be taken or carried on by any organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future Internal Revenue Law).