2011 Amendments to 2002 Bylaws of the Society for Economic Botany
THE SOCIETY FOR ECONOMIC BOTANY BYLAWS
Article I: NAME
This organization shall be known as The Society for Economic Botany, Inc. (hereinafter called the Society). The Society was and shall be incorporated as a nonprofit organization in the State of New York with Certificate of Incorporation #419253, filed 3 February 1964.
Article II: PURPOSE AND DEFINITION
The Society is organized to foster and encourage scientific research, education, and related activities on the past, present, and future uses of plants, and the relationship between plants and people, and to make the results of such research available to the scientific community and the general public through meetings and publications. It is recognized that the field of economic botany includes all or parts of many established disciplines such as agronomy, anthropology, archaeology, chemistry, economics, ethnobotany, ethnology, forestry, genetic resources, geography, geology, horticulture, medicine, microbiology, nutrition, pharmacognosy, and pharmacology, in addition to the established botanical disciplines.
Article III: MEMBERSHIP
Membership in the Society shall consist of individuals, corporations, and institutions interested in economic botany and in the promotion of research in this field. Each member will have one vote in elections; each member present will have one vote on motions before the annual Business Meeting. Representatives of Institutional Members or Corporate Members may not vote both as an individual member and as a representative of an Institution or Corporation. The following classes and types of membership will be recognized:
1. Active members. Persons who are interested in any aspect of economic botany and who shall pay dues.
2. Student members. Students actively interested in economic botany may apply for student membership in the Society at a reduced rate. Student membership shall be held only by bona fide undergraduate or graduate students. Student members will have all privileges of active membership.
3. Family members. Active members who are husband and wife or domestic partners may receive the privileges of family membership. They shall pay dues at a lower rate than for two individual active members. They will receive one copy of Economic Botany for the two, but each will have a vote and all other privileges of active membership.
4. Emeritus members. Any member who is in retirement and who has been a dues-paying member of the Society for 20 years will be eligible for the privilege of emeritus membership at the rate prevailing for student members.
5. Honorary members. Honorary members, who shall receive life membership and be exempt from dues payment, are selected by the Nominations and Awards Committee as Distinguished Economic Botanist, subject to confirmation by the Council. No more than one honorary member may be selected each year. Previous membership in the Society will not necessarily be required for this honor, which will be bestowed on the basis of distinguished accomplishments pertinent to the goals of the Society.
6. Sustaining members. Individuals may become sustaining members by the payment of dues ranging from three to six times the fee required for active membership.
7. Patrons. Individuals who support the Society by the payment of dues ranging from seven to 10 times the fee required for active membership shall be patron members.
8. Benefactors. Individuals who support the Society by the payment of dues ranging from 11 to 25 times the fee required for active membership shall be benefactor members.
9. Life members. Individuals who choose to be life members may become such by the payment of a single or four dues installments of 30 times or more the fee required for active membership.
10. Sustaining institutions. Institutions that support the Society by annual contributions of a minimum of six times the fee required for individual active membership shall be sustaining institutions.
11. Patron institutions. Institutions that support the Society by annual contributions of ten or more times the fee required for individual active membership shall be patron institutions. .
12. Benefactor institutions. Institutions that support the Society by annual contributions of thirty or more times the fee required for individual active membership shall be benefactor institutions.
13. Corporate Members. Corporations may apply for corporate membership, at an annual rate of 20 times the current annual dues required for individual active membership.
Article IV: DUES
1. Annual dues depend upon the type of membership. Dues shall be determined, on recommendation of the Council, by majority vote of those members present at an annual Business Meeting.
2. The fiscal year of the Society shall begin on the first day of January, with dues payable by that date.
3. Members whose dues have not been paid by March 31 shall be considered delinquent. They shall not be entitled to receive the publications or other privileges of the Society until arrears are paid. The names of all members whose dues have not been paid for one year will be dropped from the rolls of the Society.
4. Membership dues shall include a sum for the publications of the Society, as determined by the Council.
5. Dues-paid members may have a reduced registration fee at the annual meeting. The amount of such reduction shall be approved by the President, based on the recommendation of the Program Committee Chairperson.
Article V: OFFICERS
The officers of the Society shall be a President, President-Elect, (Immediate) Past-President, Secretary, and Treasurer. The duties of these offices are as follows:
1. President. The President shall preside at meetings of the Council, of the Executive Committee,
and of the Membership. The President will make a report on behalf of the Council to the Society at the annual meeting, and do such other things as the Council may from time to time prescribe. As Chairperson of the Council and Executive Committee, the President will have principal responsibility for conducting the affairs of the Society between annual meetings. The President will be Chairperson of the Education and Outreach Committee and the Program and Publicity Committee for the annual meeting held during his/her term of office, and will be a member of the Endowment Committee.
2. President-Elect. The President-Elect shall succeed to the Presidency on the completion of the President's term. The President-Elect will serve as a member of the Executive Committee and Endowment Committee, and Chair of the Membership Committee and the incoming Program and Publicity Committee. In the event of the President's death or incapacitation, the President-Elect will become President for the remainder of that term of office, and will then succeed to the presidency the following year.
3. Past-President. The Immediate Past-President serves a term of one year as a member of the Council, and Executive Committee, and as Chairperson of the Nominations and Awards Committee and the Endowment Committee.
4. Secretary. The Secretary shall record the proceedings of the Society and maintain close contact with all committees, sections, and chapters established within the Society. The Secretary will report annually to the Council. The Secretary or her/his designee will keep on file a copy of the Certificate of Incorporation and will comply with its requirements for good standing. The Secretary or her/his designee will conduct all authorized balloting. The Secretary will arrange for all business meetings of the Society. The Secretary or, with Council approval, his/her designee, will keep a master list of all members and forward the names of new members to the President and President-Elect. The Secretary will serve as a member of the Bylaws and Protocol Committee as well as the Program and Publicity Committee. The Secretary will forward the results of all elections and awards to the other officers, and to the editors of Economic Botany and the Newsletter.
5. Treasurer. The Treasurer is the chief fiscal management officer of the Society. The Treasurer shall be responsible for the Society's funds and endowments, financial records, and the development of its fiscal policies. The Treasurer will be responsible for disbursement of all Society funds, including those for the costs of publications. The President and Secretary are further authorized to handle monetary transactions when necessary. The Treasurer or, with Council approval, his/her designee, will be responsible for the receipt of membership applications; the maintenance of the membership list; the notification of the President, Secretary, Newsletter Editor, and Managing Editor of Economic Botany of new members and other changes in membership; and the billing and receipt of dues and funds for other designated purposes. The Treasurer will present a financial report and budget for the forthcoming year to the Council prior to the annual Business Meeting for the Council's approval. The Office of Treasurer will be bonded. The Treasurer will serve as a member of the Executive Committee and Membership Committee, Chairperson of the Finance Committee, and Trustee of the Economic Botany Quasi- Endowment Fund of the Society, administered by the New York Botanical Garden, and will receive an annual report from the Garden for presentation to the Council. No financial obligations against the Society will be contracted by any officer or member except as specified in the annual budget or as provided for by special action of the Council.
Article VI: ELECTIONS
A. The Nominations and Awards Committee shall submit to the Secretary at least four months before the next annual Business Meeting a list of one or two candidates for each vacancy to be filled among the officers and council members. Election will be by postal and/or electronic ballot by the membership. Any individual member is eligible to hold office in the Society, but no individual will hold more than one elective office simultaneously.
B. The Secretary or his/her designee shall distribute ballots and a brief biographical sketch of each candidate to the voting membership at least two months in advance of the annual meeting and will allow one month for their return, the due date being stated on the ballot. The Business Officer will tabulate and record the votes and will notify the President of the election results. In the event that the election for any office should result in a tie vote, the members of the Council will be polled to resolve the tie. If only one person is nominated for an office or position on the Council, the ballot will provide for a write-in vote for that position. The President will notify the candidates for office and all members of the Council of the results, and will announce the results at the annual Business Meeting.
2. Terms of Office.
A. A President-Elect shall be elected annually. He/she will take office at the close of the annual Business Meeting immediately following the election and will succeed to the presidency at the close of the annual Business Meeting of the following year, and in a like manner succeed to the past-presidency the following year.
B. A Secretary and a Treasurer will be elected for a term of three years each, and will be eligible for immediate re-election for one additional term. They will take office at the close of the annual Business Meeting immediately following the election.
C. The members-at-large of the Council shall be elected by the Society to serve terms of three years each as Councilors. Two members-at-large will be elected each year. They will be eligible for re-election for one succeeding term. Persons having served two terms will again be eligible for election after a lapse of five years from the expiration of their last term. Members-at-large will take office at the close of the annual meeting immediately following the election.
3. Contingencies A. If for any reason the President shall be unable to carry out the duties of the office, the President-Elect will serve the remainder of the term. Persons to fill vacancies in the other offices will be elected by vote of the Executive Committee, and will serve out the remainder of the terms. B. In the event the annual Business Meeting is not held, newly elected officers and members-at-large shall take office on 1 January of the year following the election.
Article VII: COUNCIL
1. The Council shall consist of the President, President-Elect, Immediate Past-President, Secretary, Treasurer, Editor of Economic Botany, Editor of the Newsletter (both editors ex officio and non-voting), and six members-at-large.
2. Six members of the Council shall constitute a quorum.
3. The President shall be Chairperson of the Council and will preside at the meetings, or in his/her absence the President-Elect will preside; if neither is present, the Council will elect a Chairperson from among those elected officers present.
4. The Council shall be the governing body of the Society. It will be responsible for matters of policy and procedure. It will have jurisdiction over finances and publications. It will meet prior to the annual Business Meeting. It will consider proposals from any member of the Society. It will receive and act on the annual budget prepared by the Treasurer. It will fix the time and place of the annual meeting. It will explicitly strive to foster a membership that is diverse in academic specialty and in terms of gender; ethnicity; and social, cultural, and economic factors.
5. The actions of the Council may be amended at the annual meeting of the Society by a two- thirds vote of the members present.
6. On request of the President, the Secretary shall send to each member of the Council pertinent information about matters of concern. Between annual meetings the Council may vote by mail, telephone (with subsequent confirmation in writing), or electronic mail on matters deemed by the President to require immediate action. A majority of those responding will be required for the passage of any action by ballot.
Article VIII: COMMITTEES
1. The Society shall maintain the following standing committees (listed alphabetically), membership of which will be determined as herein directed. They will be provided with such needed financial support, to be designated in the budget, as the funds of the Society may warrant.
A. Archives Committee. The Archives Committee, consisting of two persons (appointed by the Council for five-year terms and eligible for reappointment) and the archivist at the New York Botanical Garden (NYBG), shall oversee the acquisition maintenance, organization, and accessibility of the Society's archives housed at the NYBG (Article XI).
B. Auditing Committee. The Auditing Committee, consisting of a member of the Finance Committee as Chairperson and one other person appointed to three-year terms by the Council, shall complete an examination of the Treasurer's report prior to the annual Council and Business meetings of the Society. In addition, the Chairperson will arrange for independent audits of the financial records as called for by the Council. The Treasurer may not serve on this Committee.
C. Bylaws and Protocol Committee. The Bylaws and Protocol Committee, consisting of the Secretary and two other persons, shall be appointed by the Council to serve three-year terms. One of the two appointed members will be named Protocol Secretary by the President; the other will serve as Chairperson of the Committee. Members will be eligible for reappointment, but the only member of the Council who may serve on the Committee is the Secretary. The Committee will receive proposed amendments to the Bylaws and prepare these for submission to the Council and Membership. The Committee may also initiate recommendations for changes in the Bylaws. It is the duty of the Protocol Secretary to maintain files of the information needed for the efficient running of the Society, such as duties and timeline guidelines for the officers, operating policies decided upon by the Society, and information needed by the Local Chair for the Annual Meeting.
D. Editorial Board. The Editorial Board shall consist of Associate Editors and others appointed by the Editor of Economic Botany subject to confirmation by the Council. Editorial Board members will assist in the editorial process and will volunteer or give advice on requests concerning policy matters, and encourage authors in their disciplines, institutions, or geographic areas to submit manuscripts to Economic Botany.
E. Education and Outreach Committee. The Committee shall consist of three members, the President to serve as Chairperson, and two others to be appointed by the Council to three-year terms. The Committee will bring to the attention of the public and scientific communities significant accomplishments and events in economic botany, and promote educational programs involving plants and people.
F. Endowment Committee. The Endowment Committee shall consist of the Immediate Past- President as Chairperson, President-Elect, President, and, if desired, one or more additional members appointed by the President for one-year terms. The Committee will seek to raise monies to create endowments for awards and other purposes authorized by the Council or the Executive Committee.
G. Ethics Committee. The Ethics Committee shall consist of three or four persons appointed by the Council to examine ethical questions relating to economic botany and the Society in particular. Committee members will serve three-year terms and will be eligible for reappointment.
H. Executive Committee. The Executive Committee shall consist of the President, President- Elect, Immediate Past-President, Secretary, Editor of Economic Botany (ex officio and non- voting), and Treasurer. The President will be Chairperson of the Executive Committee. In the interim between annual meetings all powers not delegated by the Council to committees or to specified officers will be considered as delegated to the Executive Committee acting as a body and reaching its decisions by majority vote, except as these powers may be specifically restricted by the Council. It may not modify or rescind instructions from the Council or from the membership as decided by vote in a regular meeting. The Committee will make an annual report to the Council.
I. Finance Committee. The Finance Committee shall be composed of three persons: the Treasurer will serve as Chairperson and two other members will be appointed by the Council for three-year terms. The committee will recommend investment policies for the Society's funds and changes in dues structure, maintain oversight for special funds and endowments, and arrange for independent audits of the Society's financial records, as called for by the Council.
J. Membership Committee. The Membership Committee shall consist of three persons, of whom the President-Elect will be Chairperson. The two additional members of the Committee will be the Treasurer and one other member appointed by the Council. Terms of office will be one year, except for the Treasurer, who will serve throughout his/her term of office. Members will be eligible for reappointment. The duties of the Membership Committee will be to solicit new members for the Society, encourage retention of membership, and review membership applications in order that the Society may be kept informed of the nature of its growth.
K. Newsletter Committee. The Newsletter Committee shall be composed of the Newsletter Editor, who will be appointed by the Council for a renewable five-year term, and serve as Chairperson of the committee, and other members of the Society nominated by the Newsletter Editor and confirmed by the Council. Committee members will serve terms of three years and will be eligible for reappointment.
L. Nominations and Awards Committee. The Committee shall consist of the Immediate Past- President as Chairperson, plus two members-at-large appointed by the Council for one-year terms. No more than one member of the Nominations and Awards Committee will be appointed for a second term. The Committee will be responsible for nominations for the offices of President-Elect, Secretary, Treasurer, and members-at-large of the Council, and annually will select nominees for the Distinguished Economic Botanist Award, subject to confirmation by the Council. It will obtain written consent to serve from all nominees before their names are placed on the ballot.
M. Program and Publicity Committee. The Committee shall consist of five persons. The President-elect will serve as Chairperson. Other members will include the Secretary, Newsletter Editor as organizer of publicity, and two other members appointed by the Council, one of whom will be the Chairperson of the local arrangements and the other of the symposium for the annual meeting scheduled approximately two years hence. Terms of office are for two years. Because a new Program and Publicity Committee will be appointed each year, two Committees will be operative at any given time. These Committees will plan, organize, and carry out all aspects of the annual meeting for which they are responsible, including the scientific program.
N. Publications Committee. The Publications Committee shall consist of the Editors of Economic Botany, Plants and People, and the Chairperson of the Web Site Committee. The Publications Committee will consider and resolve, with approval of the Council, matters of mutual concern, such as duplication of effort, and the adequacy with which areas of interest to the members are covered. The President-Elect will serve as Chairperson of the Committee. If the President-Elect is an Editor or Chairperson of the Web Site Committee, the President will appoint a Publications Committee chair who is not.
O. Web Site Committee. The Web Site Committee shall consist of three voting members appointed by the Council for alternating two-year terms, and an ex officio and non-voting Web Editor appointed by the Chairperson of the Committee for one to three years at the discretion of the Chairperson. The voting members will be eligible for a two-year reappointment. The Web Site Committee will be responsible for the Society Web Site (hereinafter designated Site), which serves as a communication and information venue for the Society and its members in keeping with the purposes stated in Article II of these Bylaws. The Committee shall present annually a budgeted plan to the Council for maintenance of the Site, for new initiatives, and for the priority to be assigned to such initiatives. The Committee will have operational authority for design and content of the Site (such as posting of messages and the use of interactive facilities), and for supervision of the Web Editor, who may be accorded such freedom of action as the Committee may delegate. Commercial messages will not be accepted.
2. Special (ad hoc) committees may be authorized by the Council or by the Executive Committee. Such committees will be appointed by the President for one-year terms. The Council will review the need for each special committee annually and may authorize its continuance or dissolution.
Article IX: MEETINGS
1. The Society shall hold an annual meeting, the time and place of which will be determined by
the Council. The annual meeting will consist of a scientific program, a Business Meeting, and other activities.
2. Twenty-one individual members in attendance shall constitute a quorum for the transaction of business in the Business Meeting at the annual meeting of the Society.
3. The President or his substitute shall report to the Membership at the Business Meeting.
4. Any member present may offer a resolution to be moved, seconded, amended, debated, and voted upon at the Business Meeting. If the resolution is equivalent to an amendment to the Bylaws, or is in apparent violation of the Bylaws and thus affecting the government of the Society, action must be postponed until the resolution has been distributed to the Membership at least 60 days before the date of the next annual meeting.
Article X: PUBLICA TIONS
The official publication of the Society shall be Economic Botany beginning with Volume 13, 1959. The Newsletter, Plants and People, is authorized by the Council and the Council may authorize other publications. The Council will determine what part of the annual dues will be allocated to Economic Botany and other publications.
Article XI: ARCHIVES
The permanent file on the business affairs and historical documents of the Society will be preserved in the Library of the New York Botanical Garden.
Article XII: SECTIONS AND CHAPTERS
1. Sections may be organized to promote the various special interests of the Society. Each section shall be approved by vote of the Council and of the Society. Each section will elect its own officers. Each section will present a written report on its activities to the Council at the annual meeting. Any constitution or bylaws established by the section will be subject to approval by the Council of the Society. A section may be discontinued by action of the Council.
2. Chapters may be organized on a local basis. The purpose of chapters is to encourage interest in the field of economic botany and to enhance communication between economic botanists locally and between the parent Society, its sections, and its members. Each chapter shall be approved by vote of the Council and of the Society. Each chapter will itself elect its own officers, and will present a written report on its activities to the Council at the annual meeting. Any constitution or bylaws established by the chapter will be subject to approval by the Council of the Society. A chapter may be discontinued by action of the Council.
Article XIII: AWARDS
1. The award of Distinguished Economic Botanist shall be bestowed annually by the Society upon an individual on the basis of outstanding accomplishments pertinent to the goals of the Society. A nominee does not need to be a member of the Society. The Chairperson of the Nominations and Awards Committee will be responsible for the citation, which will be published in Economic Botany. The only responsibility of the awardee will be to present an address at the annual meeting the year of his/her selection. He/she will become an honorary member of the Society for life.
2. The following prizes may be awarded annually for the Society by the Executive Committee upon recommendation of the respective ad hoc selection committees. The immediate Past- President shall appoint ad hoc committees to judge the Fulling and Morton awards during the annual meeting at which the awards are to be made. The immediate Past-President will appoint an ad hoc committee to judge applications for the Schultes Award in advance of the annual meeting so that the announcement can be made at the meeting.
The Fulling Award to a graduate student or young professional (5 years or fewer postdoctoral experience) for the best paper presented at an annual meeting among those eligible for the award; The Morton Award to students or young professionals (5 years or fewer post-doctoral experience) for the best poster presented at the annual meeting; The Klinger Award to the author(s) of a book that has been reviewed in Economic Botany or is in the review process within three years of its publication; The Schultes Award to student or young professional Society members (5 years or fewer post-doctoral experience) in support of field research.
Other awards may be made by the Society, as determined by the Council.
Article XIV: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order shall govern the Society in all applicable cases.
Article XV: AMENDMENTS
The Bylaws may be amended by a two-thirds majority of those voting, either at an annual meeting of the Society, or by ballot, provided that in either case notice of the proposed action shall have been sent to each voting member of the Society at least 60 days before the date of the vote. Amendments will become effective at the beginning of the next annual meeting following their acceptance by the Society membership.
Article XVI: LIMITATIONS AND GENERAL PROHIBITIONS
Not withstanding any provision of the Bylaws that might be susceptible to a contrary construction:
1. The Society shall be organized exclusively for scientific, educational, and related purposes.
2. No part of the net earnings of the Society shall or may under any circumstances inure to the benefit of any private shareholder or individual.
3. Lobbying or activities specifically designed to influence legislation are not among the objectives of the Society: no official group within the Society shall engage in such activity and 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 distributing of statements) any political campaign on behalf of a candidate for public office.
5. The Society shall not be organized or operated for profit.
6. The Society shall not: a. Lend any part of its income or corpus, without the receipt of adequate security and a reasonable rate of interest. b. Pay any compensation, in excess of a reasonable allowance for salaries or other compensation, for personal services actually rendered. c. Make any part of its services available on preferential bases. d. Make any purchase of securities or any other property, for more than adequate consideration in money or money's worth. e. Engage in any transaction that results in substantial diversions of its income or corpus to any officer, member of the Council, or substantial contributor to the Society.
7. The prohibitions contained in Section 7 do not imply that the Society may make such loans, payments, sales or purchases to anyone else, unless such authority be given or implied by other provisions of the Bylaws.
Article XVII: DISTRIBUTION ON DISSOLUTION
Upon dissolution of the Society, the Council shall distribute the assets and accrued income to one or more organizations as determined by the Council, but which organization or organizations will meet the limitations prescribed in Sections 1 through 7 inclusive of Bylaw Article XVI.
Article XVIII: IMPLEMENT A TION
These Bylaws supersede all previous constitutions and bylaws of the Society, and become effective immediately upon adoption.
Submitted March 13, 2011 by the Bylaws Committee: Approved by SEB members July 13, 2011.
Gail E. Wagner, Chair Susan Verhoek Heather McMillen, SEB Secretary