Society for the Study of Amphibians and Reptiles

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Constitution and Bylaws of the Society for the Study of Amphibians and Reptiles

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Constitution

  1. Name

    1. The name of this organization is “Society for the Study of Amphibians and Reptiles,” hereafter referred to as the “Society.”

  2. Purpose

    1. To encourage education and dissemination of scientific
      thought through the facilities of the Society.
    2. To encourage conservation of wildlife in general and of
      amphibians and reptiles in particular.
    3. To achieve closer cooperation and understanding between
      amateur and professional herpetologists, so that they may
      work together in the common cause of furthering science.

  3. Bylaws

    The society shall establish bylaws concerning the
    organization and procedures to be followed.

  4. General Prohibitions

    Notwithstanding any provision of this Constitution or the
    Bylaws which might be susceptible to a contrary
    interpretation:

    1. the Society shall be organized and operated exclusively
      for scientific and educational purposes;
    2. no part of the net earnings of the Society shall or may
      under any circumstance inure to the benefit of any
      private shareholder or individual;
    3. no substantial part of the activities of the Society
      shall consist of carrying on propaganda, or otherwise
      attempting to influence legislation;
    4. the Society shall not participate in, or intervene in
      (including the publishing or distribution of statements),
      any political campaign on behalf of any candidate for
      public office;
    5. the Society shall not be organized or operated for
      profit;
    6. the Society shall not:
      1. lend any part of its income or corpus, without the
        receipt of adequate security and reasonable rate of
        interest;
      2. pay any compensation, in excess of a reasonable
        allowance for salaries or other compensation for
        personal services actually rendered;
      3. make any part of its services available on a
        preferential basis;
      4. make any purchase of securities or any other property
        for more than adequate consideration in money or
        money’s worth from;
      5. sell any securities or other property for less than
        adequate consideration in money or money’s worth to;
        or
      6. engage in any other transactions which result in a
        substantial diversion of its income or corpus to any
        officer, member of the Board of Directors, or
        substantial contributor to the organization.

    The prohibitions contained in this subsection 6, do not
    mean to imply that the organization may make such loans,
    payments or sales to or purchases from anyone else,
    unless such authority be given or implied by other
    provisions of this Constitution or Bylaws.

  5. Distribution on Dissolution

    Upon dissolution of the Society, the Board of Directors
    shall distribute the assets and accrued income to one or
    more organizations as determined by the Board, which
    organizations shall meet the limitations prescribed in
    subsections 1 to 6 inclusive, of Article IV immediately
    preceding.

Bylaws

  1. Members

    1. Membership shall be open to all persons who shall make
      formal application to the Secretary and pay the
      prescribed dues.
    2. The Board of Directors shall have the right to refuse
      any new member or to terminate the membership of an
      existing member for cause and without prior
      notice. However, a terminated person may appeal to the
      general meeting of the Society.

  2. The Officers

    1. The officers of the Society shall be of two kinds,
      elective and appointive.

      1. The elected officers shall be President,
        President-elect, Secretary, Treasurer, eight
        directors, and the Immediate Past President.
      2. The appointed officers shall include an Editor of
        the official journal, an Editor of the Society
        Newsletter, Editors of miscellaneous publications,
        and Publications Secretary.
    2. No one individual may hold two or more elective offices
      concurrently.
    3. The terms of office for the President, President-elect,
      Secretary, Treasurer, and Immediate Past President shall
      be for two years; those for Directors shall be for four
      years (with election to provide staggered terms so that
      no more than four directors shall be elected in any one
      year).
    4. The duties of the elective officers shall be as follows:
      1. The President shall preside at meetings of the
        Society and its Board of Directors; shall be nominal
        head of Society; shall rule on questions of
        procedure that may arise; and shall appoint standing
        and ad hoc committees at his/her discretion.
      2. The President-elect shall fulfill the duties of the
        President when the latter’s term is completed. The
        President-elect shall also assume presidentship should
        that office become vacant during a term.
      3. The Secretary shall maintain the records and
        accounts of the Society and its Board of Directors;
        shall notify the membership of the Society of
        pertinent business; shall be responsible for all
        general correspondence of the Society, and shall
        coordinate the organization of the annual meeting.
      4. The Treasurer shall keep records and accounts of the
        Society including all monies received and disbursed;
        he/she shall collect the annual dues and maintain
        the membership roster; he/she shall be responsible
        for all financial reports required by the business
        of the Society.
      5. The Directors shall serve as members of the Board.
      6. The Immediate Past-President shall serve as a member of the Board.
    5. All records and implements of office shall be turned over
      by any officer to his successor immediately subsequent to
      the latter’s assumption of the office.
    6. The duties of the appointed officers shall be as follows:
      1. The Editor of the official Journal shall be
        responsible for all phases of publication. He may
        appoint staff members to assist him. In general, the
        Editor will be obligated to implement the stated
        objectives of the Society in so far as the
        publication of a learned journal contributes to
        those objectives. The Editor is responsible to the
        Board of Directors to whom he/she reports annually.
      2. The Editor of the Society Newsletter shall be
        responsible for all phases of its publication. In as
        much as the newsletter is the principal mechanism for
        written communication to the membership, the Editor is
        obligated to publish all communications of the Society
        and its Board as a first priority and to include, as
        space permits, other items consonant with the stated
        objectives of the Society.
      3. Editors of miscellaneous publications shall be
        responsible for all phases of the publication of
        monographs, facsimiles, and such special
        publications as may be issued by the Society. They
        shall report annually to the Board to whom they are
        responsible
      4. The Publications Secretary shall assist in the
        storage, maintenance of inventories and
        dissemination of the publications of the Society, in
        particular back issues of the Journal. He/she shall
        report annually to the Treasurer.

  3. The Board of Directors

    1. The Board of Directors shall consist of the
      President, President-elect, Secretary, Treasurer,
      eight Directors, Publications Secretary, and
      Immediate Past President.
    2. The Board shall be empowered to manage the affairs
      of the Society and to designate all appointive
      officers for terms of two years.
    3. The Board shall fill any vacancy occurring among the
      officers, except that of President, by an
      appointment for the unexpired term.
    4. The Board shall be specifically responsible for the
      publications of the Society and shall set such
      policy as is needed to coordinate the contents of
      the various media so as to further the stated
      objectives of the Society and to insure the
      availability and distribution of the several items.

  4. Elections of Officers and Directors

    1. The President shall appoint five members of the Society
      to serve as a nominating committee, except that not more
      than one member of the Board of Directors may be
      appointed to the committee in any one year.
    2. The Nominating Committee shall present a slate of at
      least two candidates for each office to be filled,
      except that at its discretion, the committee may offer
      only one candidate for the position of Secretary and one
      for the position of Treasurer. The slate must be
      presented at the annual meeting, at which time
      nominations may be made by the membership.
    3. The Nominating Committee, or a member of the Society
      proposing a nominee, shall obtain the assent of the
      candidate to serve if elected.
    4. The Slate of Nominations shall be prepared in ballot
      form and circulated to the entire membership not later
      than one month after the annual meeting. Ballots, to be
      valid, must be returned to the designated recipient by
      the date printed on the ballot.
    5. The President shall appoint an Election Officer from
      among the membership. The Election Officer will
      supervise reception and counting of the ballots and
      inform the Secretary of the results. The results of the
      election shall be communicated to the membership by the
      Secretary via the Newsletter.
    6. The Secretary shall inform the elected candidates of
      their election. Newly elected persons will take office
      on the first of January of the year following that of
      the election.

  5. Meetings

    1. The Society shall hold a general meeting annually at a
      time and place set by the Board of Directors, expected
      when this is contrary to the national interest. Not more
      than 18 months shall elapse between meetings.
    2. The membership shall be informed in writing of the time
      and place of the general meeting not later than two
      months prior to the opening of the meeting.
    3. One-tenth of the membership shall constitute a quorum of
      the Society at any meeting.
    4. Special meetings may be called by vote of a majority of
      the Board of Directors, or on petition of a quorum of
      the membership. The time and place of such special
      meetings must be announced to the membership in writing
      at least two weeks prior to the meeting.
    5. All meetings shall be conducted under Robert’s Rule of Order.

  6. Meetings of the Board of Directors

    1. The Board of Directors shall meet at least once a year
      on the occasion of the general meeting of the Society.
    2. Any meeting of the Board of Directors shall be open to
      attendance by interested members of the Society unless
      the Board moves for Executive Session.
    3. A simple majority of the Board of Directors shall
      constitute a quorum.
    4. A majority of those present and voting shall be
      necessary to pass any motion.
    5. The meeting shall be conducted according to Robert’s
      Rules of Order.
    6. Special meetings of the Board of Directors may be called
      by the President, or by a majority of the Board.

  7. Dues

    1. The Board of Directors shall be authorized to establish
      such dues as are compatible with the financial status of
      the Society.
    2. Dues shall be established by the Board of Directors.
    3. A member in arrears for payment of dues for a period of 2
      months after conclusion of the current membership year
      shall be dropped from the role after due notice.

  8. Fiscal Year

    1. The fiscal year of the Society shall embrace the period from 1 January of any year through 31 December of the same year.

  9. Amendment of Bylaws

    1. Amendments may be proposed by the Board of Directors or by
      petition to the Secretary by ten or more members of the
      Society.
    2. Proposed amendments shall be submitted in writing by the
      Secretary at least three months before the meeting at which
      they are to be discussed.
    3. Such amendments must be submitted in writing to the
      Secretary to the general membership at least two months
      prior to the meeting at which they are to be discussed.
    4. Within one month after the meeting the Secretary shall
      send a ballot on amendments to the entire membership. To
      be valid the marked ballots shall be returned to the
      Secretary within a three-week period of the date printed
      on the ballot.
    5. To be approved, an amendment must receive a positive vote
      by two-thirds of those voting.
    6. Any adopted amendment shall become an integral part of the
      Bylaws and the Secretary shall be instructed to add them
      to copies of the Bylaws and to distribute the amended
      Bylaws to the members of the Board of Directors and to
      other interested members of the Society.
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