Constitution of the
American Society for
Gravitational and Space Biology
Article I: Name
The name of this organization shall be
the American Society for Gravitational and Space Biology. It shall be a
not-for-profit scientific and educational society.
Article II: Purpose
- To promote research, education, training, and
development in the areas of gravitational and space
biology and to apply the knowledge gained to a better understanding of
gravity and
other space environmental factors on the flora and fauna of the Earth.
- To disseminate information on
gravitational and space biology research and to apply this research to
the solution of terrestrial and space biological problems.
- To provide a forum for communication
among professionals in government, business, academia, and other
segments of
society involved in gravitational and space biological research and
application.
- To promote the study of concepts and
the implementation of programs that can achieve these ends and further
the advancement and welfare of mankind.
Article III: Membership
- The membership of the Society shall
consist of Regular members, Student members, Retired members, Corporate
members, and Associate Corporate members.
- Regular members are persons who
support the purposes of the Society. Regular members may vote in
Society elections and may hold office in the Society.
- Student members are persons who
support the purposes of the Society and are undergraduate or graduate
students. Student members may vote in Society elections and hold office
in the
Student Association, but may not hold offices in the Society.
- Retired members are those members
who have retired and wish to maintain association with the Society by
paying dues at the Retired member rate. A Retired member must have been
a
Regular member for at least three years. Retired members may vote in
Society
elections but not hold offices in the Society.
- Regular members, Student members, and
Retired members pay the required annual fee established for each
category by the Board of Directors, may contribute to and will receive
appropriate
Society publications, and may participate in Society functions,
programs, and
activities.
- Corporate members are business
organizations that foster the purpose of the Society. A member of a
corporation may vote and hold office in the Society if paying dues as a
Regular
member. Corporate members will receive all general membership
correspondence and appropriate Society publications and may express
opinions and concerns to the Society via the Board of Directors.
- Associate Corporate members are
business or non-business organizations that foster the purpose of the
Society. A member of an organization in this category may vote and hold
office
in the Society if paying dues as a Regular member. Associate Corporate
members will receive all general membership correspondence and
appropriate Society publications and may express opinions and concerns
to the
Society via the Board of Directors.
- Membership to all of the above
membership classes requires the payment of annual dues as determined by
the Board of Directors.
Article IV: Officers and Management
- The affairs of the Society shall be
managed by the membership through a Board of Directors, including an
Executive Committee, in accordance with the Constitution.
- The Board of Directors shall consist
of twelve elected Directors, the President, the President-Elect, the
immediate Past President, and the Secretary-Treasurer, who shall serve
ex officio without vote.
- The Directors shall be elected from
the Regular membership and serve three-year terms, to be staggered so
that no more than four Directors’ terms expire in any one
year.
- The Secretary-Treasurer shall be
nominated by the President from the membership of the Society for
approval by a simple majority of the Board. The Secretary-Treasurer
shall serve for a
term of three years.
- The officers of the Society shall be
three: President, President-Elect, and immediate Past President. The
President-Elect shall be elected directly by receiving the greatest
number of votes from the membership. After a one-year term as
President-Elect,
the President-Elect will become President and serve for a term of one
year.
- The terms of the Directors and the
President-Elect shall begin at the time of the annual meeting at which
their election is announced or on November 1, in the event the annual
meeting
is not held in the fall or there is no annual meeting.
- If a Board member resigns or is
otherwise removed from the Board midterm, the Board of Directors shall
appoint a successor to serve the remainder of the term. Should the post
of
President become vacant for any reason, the President-Elect shall
assume the post
of President and serve the remainder of the term as acting President
and
shall succeed to the Presidency. The Board shall elect a Director to
the
vacant President-Elect position.
- The Executive Committee shall consist of the President, as
presiding officer,
the President-Elect, the immediate Past-President, the Executive
Director, and the
Secretary-Treasurer, the latter two shall serve without vote. The
Executive Committee may
add additional non-voting members ad hoc. The Executive Committee may
act
on behalf of the Board on matters approved by the Board for such action.
- An Executive Director may be appointed
by the Board of Directors to serve as the chief administrative officer
of the Society at the discretion of the Board. The Executive Director
shall
supervise the staff, properties, and operations of the Society and
carry out the
policies and directives of the Board of Directors and the Executive
Committee.
The Executive Director will serve ex officio
without vote on all committees and the Board of Directors.
- The members of the Board of
Directors, individually and collectively, shall be held harmless by the
Society in any action alleging injury or damage, direct or
consequential,
arising out of the performance of their duties, except where Board
members are
adjudged guilty of willful misfeasance or malfeasance in the
performance of
their duties.
Article V: Duties
- The duties of the President,
President-Elect and Secretary-Treasurer are those customarily performed
by such officers, unless otherwise directed by the Board of Directors.
- The Board of Directors shall have
the following duties:
- To manage the business, functions,
programs, and activities of the Society.
- To establish the dues for Regular,
Student, Retired, Corporate, and Associate Corporate members.
- To establish policy and take
action as deemed desirable and appropriate to promote the objectives of
the Society.To establish and foster
representative publications as they become desirable.
- To appoint an Executive Director
when necessary, with appropriate compensation, to assist in handling
the affairs of the Society.To appoint committees and their
chairs, as necessary.
- To be responsible
for the formation and dissolution of all standing committees.
- The President may
form ad hoc committees which serve at his/her
discretion for the term of his/her office.
- To determine the number, times, and places of the Society
meetings.
- The duties of the Executive
Committee and Executive Director shall be determined by the Board of
Directors of the Society.
Article VI: Quorum
Seven voting members of the Board of
Directors shall constitute a quorum, and three voting members of the
Executive Committee shall constitute a quorum.
Article VII: Elections
- The terms of the Directors shall be
staggered so that approximately one third of the positions require
reelection each year. A total of twelve positions are involved;
therefore, four
terms will expire each year.
- The President-Elect will be chairman
of the Nominating Committee. The chairman will appoint two other Board
of Directors members and two members from Standing Committee
membership.
These appointments will be presented to the Board of Directors for
their
approval at the second meeting of the new Board of Directors each year.
Nominations
for the Board of Directors shall be made by the Nominating Committee
and by
membership petition. A nomination by membership petition is considered
valid if
the person fulfills the qualifications of a Board membership and has
been named by
seven or more voting members of the Society. However, individual
members
shall be encouraged to propose nominations to the Nominating Committee.
The list
of nominees developed by the Nominating Committee will be submitted to
the
Board of Directors for approval. The Board of Directors shall submit
the
nominees to the membership for election.
- The Nominating Committee will select
two candidates for President-Elect. Those eligible to be nominated
shall be current or former members of the Board of Directors. The
Nominating
Committee will select at least twice as many candidates for the Board
of
Directors as the number to be elected.
- The vote for President-Elect and
Directors shall be conducted by mail, by electronic mail, or via the
Society’s Web site prior to the Society’s annual
meeting. All members
in good standing at the time of the election will be eligible to vote.
A deadline by which
ballots must be received shall be announced to the membership, and
ballots or
voting instructions shall be made available to members in good standing
at
least 30 days before the deadline. Individuals who become members in
good
standing during the election period will be eligible to vote if their
ballots
are received by the deadline. Voting procedures shall be implemented to
verify eligibility to vote and to ensure that no member votes more than
once.
The President-Elect and Directors will be elected by receiving the
greatest
number of affirmative votes. The
results of the election shall be announced to the membership
during the business meeting at the Society’s annual meeting.
In the event the annual meeting is not held in the fall or there is no
annual meeting,
the vote shall be conducted during the month of October, and the
results shall
be announced to the membership by mail or electronic mail.
Article VIII: Amendments
An amendment to the Constitution may be
proposed by the Board of Directors or by written request signed by at
least seven voting members of the Society. The proposed amendment must
be
mailed to each Board member not less than one month prior to the
meeting of the
Board of Directors at which the amendment is to be considered. A
majority of the
Board members voting affirmatively at the meeting or returning an
affirmative
ballot by mail constitutes adoption of the proposed change.
Article IX: Procedures
Procedures and other items not
specified in this Constitution or by action of the Board of Directors
shall be in accordance with Robert’s Rules of Order.
Article X: Dues and Finances
- All dues shall be established
annually for each calendar year by the Board of Directors and due once
annually on a date determined by the Executive Director.
- The fiscal year of the Society shall
correspond to the calendar year.
- The Board of Directors may authorize
any officer or the Executive Director to enter into any contract or to
execute and deliver any instrument in the name of or on behalf of the
Society,
and such authority may be general or confined to specific instances.
- All checks, drafts, or other orders
for payment of money in the name of the Society shall be signed by the
Secretary-Treasurer or the President or the Executive Director.
- All funds of the Society not
otherwise employed shall be deposited from time to time to the credit
of the Society in such banks or other depositories as the Board of
Directors
may select.
- The Secretary-Treasurer shall prepare
an annual budget for approval by the Board of Directors at the first
meeting of the new Board of Directors each year.
- A review of the Society’s books and
accounts by an independent accountant shall be completed and presented
to the Board of Directors annually.
Article XI: Meetings
- The Board of Directors shall
determine the number, times, and places of the regular meetings of the
Society.
- At least twelve weeks before a
regular meeting, the Executive Director shall send to each member a
notice of the time and place of each meeting.
- One meeting shall be designated as
the annual business meeting. At this meeting there shall be an open
session for reports of officers, a report on the election of officers,
the Board of
Directors, and other business.
- The Board of Directors shall
determine rules relative to the conduct of scientific sessions and
presentation of scientific papers at all meetings.
- There shall be at least one meeting
of the Board of Directors each year.
- The President shall convene the
Executive Committee or Board of Directors at a special meeting whenever
the affairs of the Society require it.
- A request to the President, made in
writing, signed and approved by six members of the Board of Directors,
shall render the convocation of the Board obligatory.
Article XII: Chapters and Affiliates
- The Society, with the approval of
its Board of Directors, is authorized from time to time to enter into
agreements with nonprofit scientific and professional societies such as
chapter organizations and affiliates who have like or similar
scientific or
educational interests.
- The Society, however, will not take
responsibility for the legal, contractual, or financial affairs of
chapters or affiliates. The Society, with the approval of its Board of
Directors,
is, however, authorized to loan these organizations, for organizational
purposes, on a one-time basis, an amount determined by the Board, but
not to
exceed $500.
Article XIII: General Prohibitions
Notwithstanding any provision of the
Constitution which might be susceptible to a contrary construction:
- The Society shall be organized and
operated 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 any individual.
- The Society will adhere to Federal
regulations regarding lobbying activities for nonprofit organizations.
- 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 engage in the
following practices:
- Except as otherwise stated in
Article XII, 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 salary 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
monies worth.
- Sell any securities or other
property for less than adequate consideration for money or monies worth.
- Engage in any transactions which
result in diversions of its income or corpus to any officer, member of
the Board, or contributor of the Society.
- The prohibitions contained in this
article do not mean to imply that the Society may make loans, payments,
sales, or purchases to anyone else unless such authority be given or
implied
by other provisions of the Constitution.
Article XIV: Dissolution
- Dissolution of the Society, for any
cause, shall follow the same procedure as Constitutional amendments and
must be in accordance with the applicable regulations of the 1956
Internal
Revenue Code, Section 506, or any amendments thereto.
- All funds and other assets of the
Society, including any rights to funds, present or future, contingent
or actual, shall be irrevocable, assigned, and transferred to any
successor Society which has among its principal purposes the
encouragement,
development, and dissemination of knowledge in the gravitational and
space
biological sciences and has qualified as an exempt organization under
section 501
of the 1956 Internal Revenue code. Such activities or any amendments
thereto
need not be the only purpose of the successor Society.
- The selection of the successor
society must be approved by a two-thirds vote of the Board of Directors
and named in the minutes of the Board of Directors and its articles of
dissolution, but need not be named in the motion of the petition for
dissolution.
Article XV: Distribution
of Assets on Dissolution
Upon dissolution of the American
Society for Gravitational and Space Biology, the Board of Directors
shall distribute the assets and incurred income to one or more
organizations
as determined by the Board of Directors, which organization or
organizations shall meet the limitations described in Items 1 to 6
inclusive of Article
XIII preceding.
Constitution as a downloadable PDF.