Banner Default
  Society for the Study of Amphibians and Reptiles
   
     
   

SSAR Constitution

Constitution and Bylaws of the
Society for the Study of Amphibians and Reptiles

CONSTITUTION

Article I. Name

     Section 1. The name of this organization is “Society for the Study of Amphibians and Reptiles,” hereafter referred to as the “Society.”

Article II. Purpose

     Section 1. To encourage education and dissemination of scientific thought through the facilities of the Society.
     Section 2. To encourage conservation of wildlife in general and of amphibians and reptiles in particular.
     Section 3. To achieve closer cooperation and understanding between amateur and professional herpetologists, so that they may work together in the common cause of furthering science.

Article III. Bylaws

     The society shall establish bylaws concerning the organization and procedures to be followed.

Article IV. General Prohibitions

     Notwithstanding any provision of this Constitution or the Bylaws which might be susceptible to a contrary interpretation:
     1. the Society shall be organized and operated exclusively for scientific and educational purposes;
     2. no part of the net earnings of the Society shall or may under any circumstance inure to the benefit of any private shareholder or individual;
     3. 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 distribution of statements), any political campaign on behalf of any 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 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 a preferential basis;
          d. make any purchase of securities or any other property for more than adequate consideration in money or money’s worth from;
          e. sell any securities or other property for less than adequate consideration in money or money’s worth to; or
          f. engage in any other transactions which result in a substantial diversion of its income or corpus to any officer, member of the Board of Directors, or substantial contributor to the organization.
     The prohibitions contained in this subsection 6, do not mean to imply that the organization may make such loans, payments or sales to or purchases from anyone else, unless such authority be given or implied by other provisions of this Constitution or Bylaws.

Article V. Distribution on Dissolution

Upon dissolution of the Society, the Board of Directors shall distribute the assets and accrued income to one or more organizations as determined by the Board, which organizations shall meet the limitations prescribed in subsections 1 to 6 inclusive, of Article IV immediately preceding.


BYLAWS

Article I. Members

     Section 1. Membership shall be open to all persons who shall make formal application to the Secretary and pay the prescribed dues.
     Section 2. The Board of Directors shall have the right to refuse any new member or to terminate the membership of an existing member for cause and without prior notice. However, a terminated person may appeal to the general meeting of the Society.

Article II. The Officers

     Section 1. The officers of the Society shall be of two kinds, elective and appointive.
          a. The elected officers shall be President, President-elect, Secretary, Treasurer, eight directors, and the Immediate Past President.
          b. The appointed officers shall include an Editor of the official journal, an Editor of the Society Newsletter, Editors of miscellaneous publications, and Publications Secretary.
     Section 2. No one individual may hold two or more elective offices concurrently.
     Section 3. The terms of office for the President, President-elect, Secretary, Treasurer, and Immediate Past President shall be for two years; those for Directors shall be for four years (with election to provide staggered terms so that no more than four directors shall be elected in any one year).
     Section 4. The duties of the elective officers shall be as follows:
          a. The President shall preside at meetings of the Society and its Board of Directors; shall be nominal head of Society; shall rule on questions of procedure that may arise; and shall appoint standing and ad hoc committees at his/her discretion.
          b. The President-elect shall fulfill the duties of the President when the latter’s term is completed. The President-elect shall also assume presidentship should that office become vacant during a term.
          c. The Secretary shall maintain the records and accounts of the Society and its Board of Directors; shall notify the membership of the Society of pertinent business; shall be responsible for all general correspondence of the Society, and shall coordinate the organization of the annual meeting.
          d. The Treasurer shall keep records and accounts of the Society including all monies received and disbursed; he/she shall collect the annual dues and maintain the membership roster; he/she shall be responsible for all financial reports required by the business of the Society.
          e. The Directors shall serve as members of the Board.
          f. The Immediate Past-President shall serve as a member of the Board.

     Section 5. All records and implements of office shall be turned over by any officer to his successor immediately subsequent to the latter’s assumption of the office.
     Section 6. The duties of the appointed officers shall be as follows:
          a. The Editor of the official Journal shall be responsible for all phases of publication. He may appoint staff members to assist him. In general, the Editor will be obligated to implement the stated objectives of the Society in so far as the publication of a learned journal contributes to those objectives. The Editor is responsible to the Board of Directors to whom he/she reports annually.
          b. The Editor of the Society Newsletter shall be responsible for all phases of its publication. In as much as the newsletter is the principal mechanism for written communication to the membership, the Editor is obligated to publish all communications of the Society and its Board as a first priority and to include, as space permits, other items consonant with the stated objectives of the Society.
          c. Editors of miscellaneous publications shall be responsible for all phases of the publication of monographs, facsimiles, and such special publications as may be issued by the Society. They shall report annually to the Board to whom they are responsible
          d. The Publications Secretary shall assist in the storage, maintenance of inventories and dissemination of the publications of the Society, in particular back issues of the Journal. He/she shall report annually to the Treasurer.

Article III. The Board of Directors

     Section 1. The Board of Directors shall consist of the President, President-elect, Secretary, Treasurer, eight Directors, Publications Secretary, and Immediate Past President.
     Section 2. The Board shall be empowered to manage the affairs of the Society and to designate all appointive officers for terms of two years.
     Section 3. The Board shall fill any vacancy occurring among the officers, except that of President, by an appointment for the unexpired term.
     Section 4. The Board shall be specifically responsible for the publications of the Society and shall set such policy as is needed to coordinate the contents of the various media so as to further the stated objectives of the Society and to insure the availability and distribution of the several items.

Article IV. Elections of Officers and Directors

     Section 1. The President shall appoint five members of the Society to serve as a nominating committee, except that not more than one member of the Board of Directors may be appointed to the committee in any one year.
     Section 2. The Nominating Committee shall present a slate of at least two candidates for each office to be filled, except that at its discretion, the committee may offer only one candidate for the position of Secretary and one for the position of Treasurer. The slate must be presented at the annual meeting, at which time nominations may be made by the membership.
     Section 3. The Nominating Committee, or a member of the Society proposing a nominee, shall obtain the assent of the candidate to serve if elected.
     Section 4. The Slate of Nominations shall be prepared in ballot form and circulated to the entire membership by the Secretary not later than one month after the annual meeting. Ballots, to be valid, must be returned to the designated recipient within a three-week period of the date printed on the ballot.
     Section 5. The President shall appoint an Elector from among the membership who will receive and count the ballots, and inform the Secretary of the results. The results of the election shall be communicated to the membership by the Secretary via the Newsletter.
     Section 6. The Secretary shall inform the elected candidates of their election. Newly elected persons will take office on the first of January of the year following that of the election.

Article V. Meetings

     Section 1. The Society shall hold a general meeting annually at a time and place set by the Board of Directors, expected when this is contrary to the national interest. Not more than 18 months shall elapse between meetings.
     Section 2. The membership shall be informed in writing of the time and place of the general meeting not later than two months prior to the opening of the meeting.
     Section 3. One-tenth of the membership shall constitute a quorum of the Society at any meeting.
     Section 4. Special meetings may be called by vote of a majority of the Board of Directors, or on petition of a quorum of the membership. The time and place of such special meetings must be announced to the membership in writing at least two weeks prior to the meeting.
     Section 5. All meetings shall be conducted under Robert’s Rule of Order.

Article VI. Meetings of the Board of Directors

     Section 1. The Board of Directors shall meet at least once a year on the occasion of the general meeting of the Society.
     Section 2. Any meeting of the Board of Directors shall be open to attendance by interested members of the Society unless the Board moves for Executive Session.
     Section 3. A simple majority of the Board of Directors shall constitute a quorum.
     Section 4. A majority of those present and voting shall be necessary to pass any motion.
     Section 5. The meeting shall be conducted according to Robert’s Rules of Order.
     Section 6. Special meetings of the Board of Directors may be called by the President, or by a majority of the Board.

Article VII. Dues

     Section 1. The Board of Directors shall be authorized to establish such dues as are compatible with the financial status of the Society.
     Section 2. Dues shall be established by the Board of Directors.
     Section 3. A member in arrears for payment of dues for a period of 6 months after conclusion of the current membership year shall be dropped from the role after due notice from the Secretary.

Article VIII. Fiscal Year

     Section 1. The fiscal year of the Society shall embrace the period from 1 January of any year through 31 December of the same year.

Article IX. Amendment of Bylaws

     Section 1. Amendments may be proposed by the Board of Directors or by petition to the Secretary by ten or more members of the Society.
     Section 2. Proposed amendments shall be submitted in writing by the Secretary at least three months before the meeting at which they are to be discussed.
     Section 3. Such amendments must be submitted in writing to the Secretary to the general membership at least two months prior to the meeting at which they are to be discussed.
     Section 4. Within one month after the meeting the Secretary shall send a ballot on amendments to the entire membership. To be valid the marked ballots shall be returned to the Secretary within a three-week period of the date printed on the ballot.
     Section 5. To be approved, an amendment must receive a positive vote by two-thirds of those voting.
     Section 6. Any adopted amendment shall be come an integral part of the Bylaws and the Secretary shall be instructed to add them to copies of the Bylaws and to distribute the amended Bylaws to the members of the Board of Directors and to other interested members of the Society.