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Constitution and Bylaws of SCB
Last amended by the SCB membership on 18 July 2005
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- The name of this organization shall be the Society for Conservation Biology, hereinafter referred to as the Society.
- The principal office of the corporation for the transaction of business is located in San Diego County, California.
- The mission of the Society for Conservation Biology is to advance the science and practice of conserving the Earth's biological diversity.
- The Society is open to any person throughout the world. Members pay dues, have voting rights, may be elected to office, and may serve as members of committees.
- (a) Grounds for termination.
- The membership of an individual shall terminate upon the occurrence of any of the following events:
1. his or her notice of termination delivered to the President or Secretary of the Society personally or by mail, such membership to terminate upon the date of delivery or the notice or date of deposit in the mail;
2. a determination by at least two-thirds of the voting officers of the Board of Governors that the member has engaged in conduct materially and seriously prejudicial to the interests or the purposes of the Society;
3. a failure to renew his or her membership by paying dues on or before their due date.
- (b) Procedure of expulsion.
- Following the determination that a member should be expelled under this section, the following procedure shall be implemented.
1. A notice shall be sent by first class or registered mail to the last address of the member as shown in the Society's records, setting forth the expulsion and the reasons of therefore. Such notice shall be sent at least fifteen days before the proposed effective date of the expulsion.
2. The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five days before the effective date of the proposed expulsion. The hearing shall be held by the Board of Governors in accordance with the quorum and voting rules set forth in this document applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
3. Following the hearing the Board shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. At least two-thirds of the voting members of the Board must agree upon the suitable course of action. The decision of the Board shall be final.
- All rights of a member in the Society shall cease on termination of membership as herein provided.
- Voting officers of the Board of Governors are the President, President Elect, Secretary, Treasurer, seven Members at Large, one representative of each regional section, and the immediate two past Presidents. Editors of the Society's publications (all mediums), chairs of standing committees, and the Society's Executive Director serve as ex officio (non-voting) members of the Board of Governors. The Editors and Executive Director are appointed by the Board of Governors. All other officers are nominated at, or subsequent to, the General Members' Meeting by the Nominations Committee or by members. These officers are elected by secret ballot circulated to all members as soon thereafter as is feasible. The President, President Elect, Secretary, and Treasurer are elected by simple majority. In the election of the seven Members at Large, the candidates in each category (see Article 6) receiving the simple majority of votes are elected. Officers who are representatives of regional sections are elected by the members of their section subject to the restrictions set out in Article 6.
- All officers shall be members of the Society in good standing.
- Nominees for President Elect must have served on the Board of Governors.
- The seven Members at Large shall include individuals who are affiliated with each of the following kinds of organizations or disciplines:
1. a non-governmental organization,
2. a governmental agency,
3. a botanical garden, zoological garden, public aquarium, or natural history museum,
4. a university or college,
5. the local chapters of the Society,
6. the social sciences,
7. the humanities.
- Candidates in each of these categories shall be identified as such on the ballot.
- Regional sections of the Society with 100 or more members may elect a representative to the Board of Governors. Society members may not vote for representatives for more than one regional section. If section membership falls below 100 for more than two years, the section shall lose its representation on the Board of Governors.
- The Board of Governors is the executive and policy-making body of the Society. It shall, among other duties, appoint the Editors of the Society's publications; adopt a budget and approve in advance proposed annual expenditures; decide locations of future general meetings; propose dues adjustments and other fees to the general membership; decide upon the suitability of publications, position papers, or statements to be issued in the name of the Society; decide upon motions of censure or expulsion; supervise the Society's finances; handle legal aspects of the Society's operation; and assist the President in carrying out the executive work of the Society.
- The Board of Governors shall convene no less than annually, by telephone conference call or in person.
- The President is empowered to speak for the Society after consultation with the Executive Committee (see Article 11). The President shall
(a) preside over the general meetings of the Society and meetings of the Board of Governors and
(b) arrange for meetings of the Board of Governors.
- Independently or following action of the Board of Governors, the President shall organize, charge, or discharge ad hoc committees as needed in the conduct of the affairs of the Society, and shall perform such other duties as stated in the Constitution and Bylaws.
- The President Elect shall
(a) assume the duties of the President in his or her absence,
(b) succeed to the presidency at the completion of the President's term of office at the end of the General Members' Meeting at the Society's annual meeting, and
(c) perform such other duties as stated in the Constitution and Bylaws.
- The Secretary shall
(a) keep and report minutes of all meetings of the Board of Governors and General Members' Meetings,
(b) receive election ballots and compile results,
(c) witness delegations of financial authority to other Board members, and
(d) transfer all records and files to his or her successor upon completion of a term of office.
(e) Any of the duties described in subsections (a) through (c) may be delegated to an appropriate party with the approval of the Board of Governors.
- The Treasurer shall
(a) collect all dues and other monies of the Society and maintain accurate accounts of such funds,
(b) disburse Society funds,
(c) notify members of fees due the Society,
(d) provide a budget and statement of financial condition annually to the Board of Governors,
(e) present a general report on the Society's current budget and financial condition at each General Members' Meeting, and
(f) under direction of the Board of Governors, supervise Society investments and buy, sell, assign, and transfer securities for this purpose.
(g) The duties described in subsections (a) through (f) may be delegated to the Executive Director and staff under the direct supervision of the Executive Director, in which case the Treasurer shall oversee these activities with final responsibility for compliance of such activities with all applicable laws, regulations, and Board direction. The Treasurer shall also
(h) arrange for the annual audit of Society finances by an accredited accounting firm and present the auditor's report to the Board of Governors.
- The President may appoint Financial Trustees for one or more three-year term(s) to advise the Treasurer on management of the endowment.
- Amounts budgeted annually for expenses of the offices of President, Secretary, and Treasurer shall not exceed two thousand dollars each, excluding travel to the annual meeting, auditing and accounting fees, and special projects approved by the Board of Governors. The Treasurer shall revise the current year's budget for action by the Board of Governors whenever desired changes will materially affect the budget.
- Members at Large work for the Society on various committees and projects.
- Representatives of regional sections work for the Society on various committees and projects.
- The performance of the Editors of Conservation Biology and Conservation In Practice shall be reviewed annually.
- The President serves a two-year term and may not directly succeed himself or herself. The President Elect serves a two-year term before succeeding the President. The Secretary serves a three-year term and may not directly succeed himself or herself. The Treasurer serves a three-year term and may serve successive terms. Members at Large serve staggered, three-year terms and may not directly succeed themselves. The President Elect assumes the presidency, and newly-elected officers assume their offices, at the end of the General Members' Meeting at the Society's annual meeting. The Editor of Conservation Biology serves a four-year term initially; renewals, of various lengths, are negotiable. Editors of other Society publications serve at the pleasure of the Board of Governors.
- If the office of President Elect, Secretary, or Treasurer is vacated unexpectedly, the President shall appoint a replacement to serve until the next regularly scheduled election. Such appointment must be approved by majority vote of the Board of Governors.
- A voting officer may be removed from office at any time by a two-thirds majority of the membership using a secret mail ballot. Such a recall election shall be called by a petition signed by 20 percent of the members, and such an election must be held within four months after receipt of such a petition.
- The Executive Committee shall consist of the President, immediate two past Presidents, President Elect, Secretary, and Treasurer. The Executive Director shall be an ex officio member. The President serves as Chair of the Executive Committee.
- The Executive Committee may decide and act on matters of SCB concern between regularly scheduled meetings provided the financial ramifications of the decision do not exceed $30,000. The Executive Committee shall inform the Board of their decisions and actions in a timely manner.
(a) All votes of the Executive Committee shall be decided by a simple majority of those voting.
(b) Four members shall constitute a quorum of the Executive Committee.
- Standing committees have a broad mission that is central to the activities of the Society and are expected to be in existence for at least five years. Standing committees include Nominations, Development, Conference, Awards, Student Affairs, Policy, Education, Membership, and Publications.
- The Nominations Committee is chaired by the most immediate Past President. Chairs of all other standing committees shall be appointed by the President with the approval of the Board of Governors; serve two-year, staggered terms; and may be reappointed to any number of terms. Chairs shall be selected from the Board of Governors or from the general membership.
- The Nominations Committee consists of the three most immediate past Presidents and any other members appointed by the Chair. The chairs of all other standing committees shall appoint additional committee members. Appointed members of the standing committees serve at the pleasure of the Chair.
- The Nominations Committee shall prepare slates of nominees for elected offices of the Board of Governors.
- The Development Committee shall promote the growth of the membership, assist the Board of Governors in fund raising and related activities, and organize the Society's strategic planning process.
- The Conference Committee shall solicit proposals to host general meetings and workshops and provide advice and guidance to local conference planning committees.
- The Awards Committee shall establish awards in order to recognize the contributions of individuals and organizations to conservation biology. The Awards Committee shall
(a) propose nominees for awards to the Board of Governors in time for approval by the Board of Governors before the annual meeting of the Society,
(b) propose new awards to the Board of Governors, and
(c) propose potential sources of funds for such awards.
- The Student Affairs Committee shall promote a supportive environment for undergraduate and graduate students in SCB. The Student Affairs committee shall
(a) encourage student participation in meetings,
(b) create opportunities for interaction among students and professionals, and
(c) administer the student awards program.
- The Policy Committee shall
(a) propose topics and, with the approval or at the direction of the Board of Governors, commission papers leading to formal statements of the Society on science-related policy issues with subsequent publication in Conservation Biology,
(b) review commissioned papers,
(c) at its discretion, assign external review of commissioned papers,
(d) evaluate issues, recommend positions, and propose Society actions on issues related to conservation biology and policy where the scientific or management expertise of the Society may be of value, and
(e) develop informational materials that are consonant with the aims of the Society. Such positions, commissioned papers, and informational materials must receive approval of the Board of Governors before release or publication.
- The Education Committee shall facilitate and carry out initiatives designed to promote the education--at all levels, including preparatory and continuing--of the public, of biologists, and of managers in the principles and practices of conservation biology.
- The Membership Committee shall develop and facilitate strategies to retain and expand membership in the Society.
- The Publications Committee shall evaluate the role and quality of current and potential Society publications and the Society's overall publications strategy.
- Ad Hoc committees may be appointed at any time by the President or the Board of Governors. Chairs of ad hoc committees shall be appointed by the President with the approval of the Board of Governors. Chairs shall appoint additional committee members. Appointed members of an ad hoc committee serve at the pleasure of the Chair.
- If a committee is charged with development of a final report, it shall present that final report to the President and Board of Governors, and automatically shall be disbanded upon receipt of that report. Ad Hoc committees with a continuing mission may, after two years of activity, petition the Board of Governors to be established as a standing committee. If, after two years, no such petition is received, the President and the Board of Governors must reappoint the committee as an ad hoc committee or it is automatically disbanded. Chairs of Ad Hoc committees may be invited to participate in meetings of the Board of Governors.
- Members of the Board of Editors of Conservation Biology shall be nominated by the journal's Editor from among the members of the Society and approved by the Board of Governors. Members serve at the discretion of the Editor.
- The Board of Editors is responsible for the selection and editing of papers for publication in Conservation Biology.
- Members may submit topics and issues for commissioned papers to the Board of Governors. The Board of Governors must approve topics for commissioned papers.
- Once the Policy Committee is satisfied that a commissioned paper is complete, the paper shall be recommended to the Board of Governors for approval as a formal commissioned statement of the Society. Upon approval by the Board of Governors, the commissioned paper shall be transmitted to the Editor of Conservation Biology for expedited review and consideration for publication.
- The Policy Committee and Board of Governors also may solicit or commission the development of papers on relevant current issues in conservation biology or policy on which the Society does not intend to make formal policy statements. Issues or topics for these papers may also be received from the membership. These papers shall undergo normal review for publication in Conservation Biology with identification upon publication as a topic of special interest to the Society.
- The Society shall be supported by annual dues of the members; by gifts, grants, bequests, trust funds, and similar instruments; by loans approved by the Board of Governors; by the proceeds of the sale of publications or other items the Society may issue with the approval of the Board of Governors; and from such property or funds as it may acquire. All elected officers serve gratis, although the Society may hire professional staff as needed. The finances of the Society shall be audited annually by an accredited accounting firm.
- The fiscal year of the Society shall begin the first day of each calendar year.
- All votes of the Society on matters not specified in the Articles of Incorporation or Constitution and Bylaws shall be decided by a simple majority of those voting.
- Tie votes in general meetings or in meetings of the Board of Governors shall be broken by the presiding officer. Tie votes in committee meetings shall be broken by the Chair.
- A special meeting of the Board of Governors shall be conducted as a regular meeting of the Board of Governors, except that the proxy rules described in Article 18, Section 2 shall apply. The following protocol applies to motions that require a vote by the Board of Governors at a special meeting.
1) A motion with background material shall be circulated by the President to the Board of Governors via electronic mail at the same time the special meeting is announced.
2) There shall be a ten-day comment period during which members of the Board of Governors may submit comments and proposed amendments to the President by electronic mail. The President shall compile these comments into a single document and circulate the document to the Board of Governors at least two days prior to the scheduled special meeting.
3) Members of the Board of Governors may submit votes to the President by electronic mail after reviewing the compiled comments. Only votes on the original resolution shall be accepted during this period. Amendments may be discussed and voted upon during the special meeting provided
a) the proposer of the original resolution participates in the meeting and
b) a quorum (not including proxies) participates in the meeting. If a majority of the Board of Governors votes "yea" or a majority votes "nay" prior to the special meeting, the meeting shall be cancelled.
4) Final discussion and a vote shall take place during the scheduled special meeting. Votes submitted by electronic mail shall be included in the final tally for those unable to participate in the special meeting.
5) The outcome of the vote shall be distributed to the Board of Governors via electronic mail. If there is no quorum the resolution shall still carry unless a voting member of the Board of Governors formally objects within a week.
- Thirty members including members represented by proxy shall constitute a quorum of the Society, and nine members a quorum of the Board of Governors.
- At special meetings of the Board of Governors, a quorum shall include both members participating in the meeting and members who have designated another Board member to serve as their proxy. Members may designate a proxy by sending an email to the President and Secretary which indicates whom they have designated as their proxy and the special meeting for which the proxy has been designated. The President or Secretary may request verification for any and all proxies. Proxies shall be limited in term to a specified meeting.
- General meetings of the membership shall be held at least once every year and shall be announced to all members in the Society's newsletter and web site at least six months in advance.
- A special members' meeting of the Society may be called at any time by the Board of Governors, provided that notice of the purpose, place, and date of the meeting be given to the membership at least thirty days in advance.
- Regular meetings of the Board of Governors shall be held at the annual meeting of the Society and at any other time set by the Board during a regular meeting. No notice of regular Board meetings shall be required if the date, time, and location of a regular Board meeting was set at a previous regular Board meeting and the date, time, and location of the regular meeting was included in a timely report to Board members. If the date, time, and location of a regular Board meeting was not set at a previous regular meeting, or if the date, time, or location of the meeting is changed, then 30 days written notice shall be required.
- Special meetings of the Board of Governors may be called by the President or by simple majority of the Board of Governors. Special meetings may be held in person, by telephone or videophone conference call, or by electronic means. Special meetings require 14 days written notice. Notice shall include the date, time, and mode of the meeting; an agenda; and an indication of whether a vote of the Board will be required for each agenda item. If the meeting is to be held in person, the location of the meeting shall be included in the notice. If the meeting is to be held by telephone or videophone conference, the call-in number and access code or other relevant information shall be included in the notice. If the meeting is to be held by electronic means, the notice shall include the email address to which votes must be sent by the date and time established for the meeting.
- All meetings shall be governed by Robert's Rules of Order (The Modern Edition, revised by Darwin Patnode, 1993).
- The content of business at the general members' meeting shall be as follows: approval of the minutes of the last members' meeting, financial report, Executive Director's report, Editors; reports, reports from standing committees, reports from Regional Sections, reports from ad hoc committees, consideration of amendments to the Constitution and Bylaws, new business, and adjournment.
- Dues for membership may be changed by a two-thirds majority of the Board of Governors.
- Local chapters of the Society may be established in accordance with guidelines approved by the Board of Governors. All Chapter officers must be members of the Society.
- The Articles of Incorporation may be modified by a majority vote of the entire membership. The Constitution and Bylaws may be modified by a majority of the members present and voting at any scheduled general meeting of the Society.
The undersigned, duly elected and acting Secretary of the Society for Conservation Biology, a California nonprofit, public benefit corporation, certifies that the above copy of a resolution adopted by the Directors at a duly held meeting at which a quorum was present is a true and accurate copy and that the resolution has not been rescinded or modified as of the date of this certification.
Last updated by Erica Fleishman, 22 July 2005
Approved by Kathryn Saterson, SCB Secretary, 22 July 2005
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