Constitution
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Name
- The name of this organization is “Society for the Study of Amphibians and Reptiles,” hereafter referred to as the “Society.”
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Purpose
- To encourage education and dissemination of scientific
thought through the facilities of the Society. - To encourage conservation of wildlife in general and of
amphibians and reptiles in particular. - To achieve closer cooperation and understanding between
amateur and professional herpetologists, so that they may
work together in the common cause of furthering science.
- To encourage education and dissemination of scientific
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Bylaws
The society shall establish bylaws concerning the
organization and procedures to be followed. -
General Prohibitions
Notwithstanding any provision of this Constitution or the
Bylaws which might be susceptible to a contrary
interpretation:- the Society shall be organized and operated exclusively
for scientific and educational purposes; - 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; - no substantial part of the activities of the Society
shall consist of carrying on propaganda, or otherwise
attempting to influence legislation; - 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; - the Society shall not be organized or operated for
profit; - the Society shall not:
- lend any part of its income or corpus, without the
receipt of adequate security and reasonable rate of
interest; - pay any compensation, in excess of a reasonable
allowance for salaries or other compensation for
personal services actually rendered; - make any part of its services available on a
preferential basis; - make any purchase of securities or any other property
for more than adequate consideration in money or
money’s worth from; - sell any securities or other property for less than
adequate consideration in money or money’s worth to;
or - 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.
- lend any part of its income or corpus, without the
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. - the Society shall be organized and operated exclusively
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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
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Members
- Membership shall be open to all persons who shall make
formal application to the Secretary and pay the
prescribed dues. - 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.
- Membership shall be open to all persons who shall make
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The Officers
- The officers of the Society shall be of two kinds,
elective and appointive.- The elected officers shall be President,
President-elect, Secretary, Treasurer, eight
directors, and the Immediate Past President. - The appointed officers shall include an Editor of
the official journal, an Editor of the Society
Newsletter, Editors of miscellaneous publications,
and Publications Secretary.
- The elected officers shall be President,
- No one individual may hold two or more elective offices
concurrently. - 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). - The duties of the elective officers shall be as follows:
- 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. - 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. - 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. - 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. - The Directors shall serve as members of the Board.
- The Immediate Past-President shall serve as a member of the Board.
- The President shall preside at meetings of the
- 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. - The duties of the appointed officers shall be as follows:
- 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. - 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. - 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 - 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.
- The Editor of the official Journal shall be
- The officers of the Society shall be of two kinds,
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The Board of Directors
- The Board of Directors shall consist of the
President, President-elect, Secretary, Treasurer,
eight Directors, Publications Secretary, and
Immediate Past President. - The Board shall be empowered to manage the affairs
of the Society and to designate all appointive
officers for terms of two years. - The Board shall fill any vacancy occurring among the
officers, except that of President, by an
appointment for the unexpired term. - 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.
- The Board of Directors shall consist of the
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Elections of Officers and Directors
- 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. - 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. - The Nominating Committee, or a member of the Society
proposing a nominee, shall obtain the assent of the
candidate to serve if elected. - 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. - 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. - 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.
- The President shall appoint five members of the Society
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Meetings
- The Society shall hold a general meeting annually at a
time and place set by the Board of Directors, except
when this is contrary to the national interest. Not more
than 18 months shall elapse between meetings. - 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. - One-tenth of the membership shall constitute a quorum of
the Society at any meeting. - 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. - All meetings shall be conducted under Robert’s Rule of Order.
- The Society shall hold a general meeting annually at a
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Meetings of the Board of Directors
- The Board of Directors shall meet at least once a year
on the occasion of the general meeting of the Society. - 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. - A simple majority of the Board of Directors shall
constitute a quorum. - A majority of those present and voting shall be
necessary to pass any motion. - The meeting shall be conducted according to Robert’s
Rules of Order. - Special meetings of the Board of Directors may be called
by the President, or by a majority of the Board.
- The Board of Directors shall meet at least once a year
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Dues
- The Board of Directors shall be authorized to establish
such dues as are compatible with the financial status of
the Society. - Dues shall be established by the Board of Directors.
- 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.
- The Board of Directors shall be authorized to establish
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Fiscal Year
- The fiscal year of the Society shall embrace the period from 1 January of any year through 31 December of the same year.
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Amendment of Bylaws
- Amendments may be proposed by the Board of Directors or by
petition to the Secretary by ten or more members of the
Society. - Proposed amendments shall be submitted in writing by the
Secretary at least three months before the meeting at which
they are to be discussed. - 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. - 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. - To be approved, an amendment must receive a positive vote
by two-thirds of those voting. - 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.
- Amendments may be proposed by the Board of Directors or by