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Bylaws

Last amended by the SCB membership 20 March 2013

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Article 1. Name
The name of this organization shall be the Society for Conservation Biology, hereinafter referred to as the Society.
Article 2. Principal Office
The principal office of the corporation for the transaction of business shall be determined by the Board of Governors and may be located outside the State of California.
Article 3. Mission
The mission of the Society for Conservation Biology is to advance the science and practice of conserving the Earth's biological diversity.
Article 4. Membership

Section 1. COMPOSITION

The Society is open to any person throughout the world. Members pay dues, have voting rights, may be elected to office, may serve as members of committees, and join the Society’s Regional Sections, Chapters, and Working Groups.

Section 2. TERMINATION OF MEMBERSHIP

(a) Grounds for termination.
The membership of an individual shall terminate upon the occurrence of any of the following events:

(a.) A failure to renew his or her membership by paying dues on or before their due date;

(b.) His or her notice of resignation delivered to the President or Secretary of the Society personally or by mail or by electronic communication, such membership to terminate upon the date this notice is received by the Society unless a later date is specified in the notice; or

(c.) A determination by at least two-thirds of the voting Governors that the member has engaged in conduct materially and seriously prejudicial to the interests or the purposes of the Society and should be expelled from the Society.
(b) Procedure of expulsion.
Following the determination that a member should be expelled under this section, the following procedure shall be implemented.
The membership of an individual shall terminate upon the occurrence of any of the following events:

(a.) A failure to renew his or her membership by paying dues on or before their due date;

(b.) His or her notice of resignation delivered to the President or Secretary of the Society personally or by mail or by electronic communication, such membership to terminate upon the date this notice is received by the Society unless a later date is specified in the notice; or

(c.) A determination by at least two-thirds of the voting Governors that the member has engaged in conduct materially and seriously prejudicial to the interests or the purposes of the Society and should be expelled from the Society.

All rights of a member in the Society shall cease on termination of membership as herein provided.
Article 5. Board of Governors: Composition
Officers of the Board of Governors are the President, President-Elect, Secretary, and Treasurer. The Officers of the Board, up to nine Members at Large, one representative of each Regional Section, Chairs of all standing committees, and the Immediate Past President constitute the voting members of the Board of Governors. The Society’s Executive Director serves as a nonvoting ex officio member of the Board of Governors. The Executive Director is appointed by the Board of Governors. With the exception of Chairs of Standing Committees who have been proposed by the President and confirmed by the Board of Governors (see Article 12, Section 2), all voting Board of Governors members are nominated by the Governance Committee or by members and are elected by secret ballot circulated to all members. The President, President-Elect, Secretary, and Treasurer are elected by simple plurality. In the election of the up to nine Members at Large, the candidates receiving the largest number of votes are elected. Board Members who are the representatives of the Regional Sections are the Presidents of their Sections, subject to the provisions set out in Article 6, Section 3.
Article 6. Board of Governors: Qualifications

Section 1. MEMBERSHIP

All Governors shall be voting members of the Society in good standing, as defined by the current edition of Robert’s Rules of Order Newly Revised.

Section 2. PRESIDENT ELECT

Nominees for President Elect must have served on the Board of Governors.

Section 3. REPRESENTATIVES OF REGIONAL SECTIONS

Regional Sections of the Society with 100 or more members may elect a representative to the Board of Governors. Representatives of Regional Sections are the Presidents of the Sections, or those appointed by the Presidents and confirmed by the Executive Committee to serve in their stead when necessary. Society members may join, and vote for representatives for, no more than two Regional Sections, regardless of the region of their domicile. If a Regional Section’s membership falls below 100 for more than two years, the Section shall lose its representation on the Board of Governors.
Article 7. Board of Governors: Duties
The Board of Governors is the executive and policy-making body of the Society and has all powers granted to a board of directors of a nonprofit membership public benefit corporation of the State of California. It shall, among other duties, ensure that the best and most relevant science is incorporated into all activities of the Society; appoint the Editors in Chief of the Society's publications; adopt a budget and approve in advance proposed annual expenditures; decide locations of future international congresses and General Members’ 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; oversee legal aspects of the Society's operation; and assist the President in carrying out the executive work of the Society. Governors work on various committees and projects. In the performance of their duties as members of the Board of Governors, representatives of Regional Sections have a primary fiduciary duty to the Society as a whole.

The Board of Governors shall convene no less than three times annually, by conference call or in person; at least one meeting held each calendar year shall be in person unless the Board of Governors determines by vote not to meet in person in a specific calendar year.
Article 8. Board of Governors: Duties of Officers

Section 1. PRESIDENT

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 Members' Meetings of the Society and meetings of the Board of Governors and
(b) arrange for meetings of the Board of Governors.

The President, in consultation with the Executive Committee and the Board of Governors, 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 Bylaws.

Section 2. PRESIDENT ELECT

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 on 1 July, and
(c) perform such other duties as stated in the Constitution and Bylaws.

Section 3. SECRETARY

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 for Society-wide elections,
(c) witness delegations of financial authority to other Board members,
(d) transfer all records and files to his or her successor upon completion of his or her term of office, and
(e) nominate a deputy secretary, who, once confirmed by the Executive Committee, will stand in for the Secretary when necessary.
(f) 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, or may be delegated to the Executive Director and staff under the direct supervision of the Executive Director, in which case the Secretary shall oversee these activities

Section 4. TREASURER

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,
(f) Under direction of the Board of Governors, supervise Society investments and buy, sell, assign, and transfer securities for this purpose, and
(g) Nominate a deputy treasurer, who, once confirmed by the Executive Committee will stand in for the Treasurer when necessary.
(h) 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.

Amounts expended annually for expenses of the offices of President, Secretary, and Treasurer shall not exceed the amounts included in the budget without prior approval of 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.
Article 9. Terms of Office

Section 1. DURATION

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 stand for reelection, with no more than two consecutive terms. The President Elect assumes the presidency, and newly elected officers assume their offices, on 1 July.

Section 2. INTERIM SERVICE

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 the Board of Governors.
Article 10. Recall
A voting Governor may be removed from office at any time by a two-thirds majority of the membership using a secret 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.
Article 11. Executive Committee

Section 1. MEMBERSHIP

The Executive Committee shall consist of the President, immediate past President, President-Elect, Secretary, and Treasurer. The Executive Director shall be a nonvoting ex officio member. The President serves as Chair of the Executive Committee.

Section 2. CHARGE

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.

Section 3. VOTES

(a) All votes of the Executive Committee shall be decided by a simple majority of those voting.
(b) Three members shall constitute a quorum of the Executive Committee.

Article 12. Standing Committees

Section 1. MISSION

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 Governance, Conference, Awards, Education and Student Affairs, Policy, Publications, Chapters, Audit, Finance and Investment, and Ecological Footprint.

Section 2. CHAIRS

The Governance Committee is chaired by the Immediate Past President. The Finance and Investment Committee is chaired by the Treasurer. The Chair of the Audit Committee shall be selected by the President, in compliance with standards set by California law, with the approval of the Board of Governors. Chairs of all other standing committees shall be appointed by the President with the approval of the Board of Governors. All terms of Chairs end upon a new President taking office unless the incoming President reappoints the incumbent. Chairs shall be selected from the Board of Governors or from the general membership.

Section 3. MEMBERSHIP

The Governance Committee consists of the two most immediate Past Presidents and two other members appointed by the Chair. Members of the Audit Committee shall be appointed by the Board of Governors, in compliance with standards set by California law. The Chairs of all other standing committees shall appoint additional committee members. All members of standing committees who are appointed by their committee’s Chair serve at the pleasure of the Chair.

Section 4. CHARGES OF THE GOVERNANCE COMMITTEE

The Governance Committee shall:

(a) Lead the Board of Governors in regular reviews of its roles and responsibilities,
(b) Prepare slates of nominees for elected offices of the Board of Governors,
(c) Periodically review the governance structure of the Society and make recommendations to the Board of Governors that it deems appropriate, and
(d) Periodically evaluate the functioning of the Board of Governors and its committees and advise the Board of Governors and its committees on needed changes.

Section 5. CHARGES OF THE CONFERENCE COMMITTEE

The Conference Committee shall solicit proposals to host the international congresses and Society workshops and provide advice and guidance to local conference planning committees.

Section 6. CHARGES OF THE AWARDS COMMITTEE

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 in advance of General Members’ Meetings of the Society,
(b) Propose new awards to the Board of Governors, and
(c) Propose potential sources of funds for such awards.

Section 7. CHARGES OF THE EDUCATION AND STUDENT AFFAIRS COMMITTEE

The Education and Student Affairs Committee shall:

(a) 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,
(b) Promote a supportive environment for undergraduate and graduate students in the Society,
(c) Encourage student participation in meetings,
(d) Create opportunities for interaction among students and professionals, and
(e) Administer the student awards program.

Section 8. CHARGES OF THE POLICY COMMITTEE

The Policy Committee shall:

(a) Propose topics and, with the approval of or at the direction of the Board of Governors, commission papers leading to formal statements of the Society on science-related policy issues
(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 policy where the scientific or management expertise of the Society may be of value, and
(e) Develop or oversee the development of informational materials that are consonant with the aims of the Society. Such positions, commissioned papers, and informational materials must receive approval of the Policy Committee before release or publication unless they repeat positions already approved by the Policy Committee.

Section 9. CHARGES OF THE PUBLICATIONS COMMITTEE

The Publications Committee shall:

(a) Evaluate the role and quality of current and potential Society publications and the Society’s overall publications strategy, and
(b) Recommend Editors in Chief of the Society’s publications for appointment by the Board of Governors.

Section 10. CHARGES OF THE CHAPTERS COMMITTEE

The Chapters Committee shall facilitate the growth of and coordination among Chapters globally with close cooperation with the corresponding Regional Section and assist Chapters in contributing to the Mission of the Society.

Section 11. CHARGES OF THE AUDIT COMMITTEE

The Audit Committee, under supervision of the Board of Governors, shall perform such duties as designated and required by California law and as assigned periodically by the Board of Governors by resolution.

Section 12. CHARGES OF THE FINANCE AND INVESTMENT COMMITTEE

The Finance and Investment Committee shall oversee all aspects of Society finances, including oversight of the Board Designated Reserve, review of annual budgets, and all financial practices.
 
Section 13. CHARGES OF THE ECOLOGICAL FOOTPRINT COMMITTEE

The Ecological Footprint Committee shall:
(a) work with Society staff to estimate the Society’s ecological footprint and produce an Annual Report with recommendations to reduce or improve such impacts,
(b) identify suitable projects that generate improvements in the Society’s footprint, including but not limited to greenhouse gas reductions, and make recommendations, for example, for purchasing carbon offset rights through formal agreements to offset the greenhouse gas emissions and other negative environmental effects of the Society that cannot practicably be reduced.
(c) disseminate information on these efforts through a variety of outlets.
 
Article 13. Ad Hoc Committees

Section 1. CHAIRS AND MEMBERSHIP

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.

Section 2. CHARGES

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 attend but not vote in meetings of the Board of Governors.

Article 14. Board of Editors of Conservation Biology

Section 1. MEMBERSHIP

Associate Editors and members of the Board of Editors of Conservation Biology shall be nominated by the journal’s Editor in Chief from among the members of the Society after soliciting nominations from Section Presidents, Handling Editors, the Publications Committee, and the Board of Governors. Members serve at the discretion of the Editor in Chief. The Editor in Chief serves at the discretion of the Board of Governors.

Section 2. CHARGE

The Board of Editors is responsible for the selection and editing of papers for publication in Conservation Biology.
Article 15. Commissioned Papers and Policy Statements

Section 1. COMMISSIONED PAPERS ON TOPICS OF SPECIAL INTEREST

Members may submit topics for commissioned papers on policy-related issues to the Policy Committee. The Board of Governors must approve the selection of topics for commissioned papers. The Policy Committee and Board of Governors also may solicit or commission the development of papers on relevant issues in conservation biology or policy on which the Society does not intend to make formal policy statements. If they are submitted for publication in Conservation Biology these papers shall undergo normal review, with identification upon publication as a topic of special interest to the Society.

Section 2. FORMAL POLICY POSITION STATEMENTS OF THE SOCIETY

The Policy Committee and Board of Governors may develop or commission the development of documents incorporating formal policy position statements on relevant policy issues in conservation. Once the Policy Committee has approved a document incorporating a formal policy position statement, the document shall be disseminated through various means according to the Society’s outreach strategy.
Article 16. Finances

Section 1. SUPPORT AND COMPENSATION

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 #### 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 officials serve gratis, although the Society may hire professional staff as needed.

Section 2. FISCAL YEAR

The fiscal year of the Society shall begin the first day of each calendar year.
Article 17. Meetings

Section 1. GENERAL MEMBERS' MEETINGS

General meetings of the membership shall be held at least once every year and shall be announced to all members, in an electronic format, at least thirty days in advance of the meeting. Whenever there are motions to be voted on by the membership, notice of the motion(s) is to be given to all members not less than ten nor more than ninety days prior to the meeting. The members may only vote on those matters that are contained in the notice of the motion(s).

The usual order of business at the General Members’ Meeting shall normally 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 Bylaws, new business, and adjournment.

Section 2. SPECIAL MEMBERS MEETINGS

A Special Members’ Meeting of the Society may be called at any time by the Board of Governors, provided that written notice of the purpose, place, and date of the meeting be given to the membership at least thirty days in advance of the meeting.

Section 3. REGULAR MEETINGS OF THE BOARD OF GOVERNORS

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 thirty days written notice shall be required.
 
SECTION 4. SPECIAL MEETINGS OF THE BOARD OF GOVERNORS
 
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 conference call, or by other electronic means by which everyone participating may hear the others. Special meetings require fourteen 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 conference call or other electronic means, the call-in number and access code or other relevant contact information shall be included in the notice.
 
SECTION 5. RULES OF PROCEDURE
 
All meetings shall be governed by rules of parliamentary procedure as specified in the current edition of Robert’s Rules of Order Newly Revised.
Article 18. Votes and Quorum

Section 1. DECISIONS

All votes of the Society on matters not specified in the Articles of Incorporation or Bylaws shall be decided by a simple majority of those voting.

Section 2. TIES

Procedures enumerated in the current edition of Robert’s Rules of Order Newly Revised will be used to break tie votes.
 
Section 3. VOTES AT SPECIAL MEETINGS OF THE BOARD OF GOVERNORS
 
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 in electronic format 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 communication. 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) Amendments may be discussed and voted upon during the special meeting, provided:
 
(a.) The proposer of the original motion participates in the meeting,
(b.) There is a quorum,
(c.) Final discussion and a vote shall take place during the scheduled special meeting, and
(d.) The outcome of the vote shall be distributed to the Board of Governors in electronic format.
 
Section 4. PARTICIPATION IN MEETINGS AND QUORUM
 
Participation in a meeting by any means whereby all those participating may communicate with one another simultaneously shall constitute presence in person for all General Members’ Meetings and Board of Governors Meetings’ quorum requirements.

A majority of the members of the Board of Governors shall constitute a quorum at a Board of Governors meeting. Board members may not vote by proxy. The members of the Board of Governors may participate via conference call or other means by which everyone participating may hear the others.
Thirty members constitute a quorum for General Members’ Meetings. 

Article 19. Action without Meeting 

(a) Any action which may be taken at any regular or special meeting of the members of the Society may be taken without a meeting if the Society distributes a written ballot to every member entitled to vote on the matter. If approved by the Board of Governors, the ballot and any related material may be sent by electronic transmission and responses may be returned to the Society by electronic transmission. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Society.
 
(b) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(c) Members of the Board of Governors may be elected by written ballot under this section.
Article 20. Dues
Dues for membership may be changed by a two-thirds majority of the Board of Governors.
Article 21. Local Chapters and Working Groups
Local Chapters and Working Groups of the Society may be established in accordance with guidelines approved by the Board of Governors. All members of a Chapter or of a Working Group must be members of the Society.
Article 22. Changes in the Articles of Incorporation and Bylaws
The Articles of Incorporation may be modified by a majority vote of the entire membership. The Bylaws may be modified by a two-thirds majority of the members present and voting at any scheduled General Members’ Meeting of the Society, or by a two-thirds majority of the votes cast in electronic balloting open to the entire membership. In electronic voting, each proposed amendment should be voted on individually, subject to grouping closely-related amendments to be voted on as a single unit.

Approved April 8, 1986
Last Amended 20 March 2013