Bylaws of the Society for Electroanalytical Chemistry, a non-profit corporation of the State of Indiana, USA
Last Amended: 1988
ARTICLE I. Name and Purpose of the Organization
Section 1. Name.
The name of this organization shall be the Society for Electroanalytical Chemistry, Inc. (SEAC). SEAC shall be a non-profit, eleemosynary corporation dedicated to the advancement of electroanalytical chemistry.
Section 2. Purpose.
The means by which SEAC intends to advance electroanalytical science include (but shall not be limited to) the following:
- SEAC will assist in organizing symposia when called upon to do so by other scientific organization or government agencies.
- SEAC will establish a newsletter for the purpose of exchanging information on newsworthy events, employment opportunities, and items of general interest to the electroanalytical community.
- SEAC corporation is organized exclusively for educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
- SEAC will sponsor and seek to endow the C. N. Reilley Memorial Award for Electroanalytical Chemistry, an annual international cash award for current contributions to the theory, instrumentation, or applications of electroanalytical chemistry. This award shall be presented in conjunction with an annual meeting of a larger scientific organization.
Section 3. Non-profit Status.
- No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons (except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I), shall be used in the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation 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. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
- Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE II. Offices and Agent
Section 1. Offices.
The principal office of the Society shall be in the city of West Lafayette, County of Tippecanoe and State of Indiana. The Society may have such offices in addition to its principal office, either within or without the State of Indiana, as the Board of Directors may from time to time determine or as the affairs of the Society may require from time to time.
Section 2. Agent.
The Society shall have and continuously maintain in the State of Indiana an agent against whom process may be served. The agent may be changed from time to time by the Board of Directors.
ARTICLE III. Membership
Section 1. Classes of Members.
The Society shall have two classes of members. The designation of such classes and the qualifications and right of the members of such classes shall be as follows:
Each individual who was a Charter Member of the Society in good standing on the date of its incorporation and each individual thereafter admitted to membership in the Society pursuant to these Bylaws, shall be a Member of the Society until his membership shall terminate by death, resignation or as otherwise provided in accordance with these Bylaws. Members shall have such rights as provided in accordance with these Bylaws.
The Board of Directors at its discretion, and by the affirmative vote of two-thirds of the Directors, may elect as Honorary Members of the Society individuals who are deemed to have made outstanding contributions to the field of electroanalytical chemistry. Honorary Members shall be entitled to all the privileges of Members and shall not be required to pay any fees or assessments or otherwise to contribute to the funds of the Society.
Section 2. Admission of Members.
In addition to the Members named in Section 1 above, any individual who is interested in electroanalytical chemistry may apply for membership in this Society. Applicants shall file with the Secretary a written application in such form as determined by the Membership Committee. All applications for membership shall be presented promptly to the Membership Committee for consideration. If the Membership Committee deems an applicant to be eligible in terms of requirements established from time to time by the Board of Directors, it shall admit the applicant to membership and so advise him and the Board of Directors. If an applicant is rejected, both the applicant and the Board of Directors will be so advised, and the applicant may not submit another application for membership within one year thereafter.
Section 3. Voting Rights.
Each Member in good standing shall be entitled to one vote on each matter submitted to a vote of the Members of the Society.
Section 4. Termination of Membership.
The Board of Directors by the affirmative vote of a majority of all the Directors, may suspend or expel a Member for cause after an appropriate hearing, and may terminate the membership of any Member who becomes ineligible for membership. Memberships shall be automatically terminated for any member in default in the payment of any fees or assessments for more than six months following written notification of such default.
Section 5. Resignation.
Any Member may resign by filing a written resignation with the Secretary; but such resignation shall not relieve the Member so resigning of the obligation to pay any assessment, fee or dues as may be stipulated by the Board of Directors under Article IV herein, or other charges theretofore accrued and unpaid.
Section 6. Reinstatement.
Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority of all the Directors, reinstate such former Member to membership in the Society upon such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of Membership.
Membership in the Society is not transferable or assignable.
ARTICLE IV. Fund Raising, Supportive Income, and Endowment
Section 1. Assessment of Dues.
Annual assessment of dues in an amount at the discretion of the Board of Directors considered adequate to meet the operating expenses shall become due and payable on January 1.
Section 2. Endowment.
Contributions received other than an assessment, fee, or dues may at the discretion of the Board of Directors be placed in a permanent endowment fund to perpetuate the C. N. Reilley Memorial Award.
Section 3. Other Fund Raising.
Other fund raising activity may be undertaken by the Board but only of a nature such that befits the dignity of this Society. The net proceeds of these activities shall either be placed in a permanent endowment fund to perpetuate the C. N. Reilley Award or used to meet the extraordinary operating expenses of the Society.
ARTICLE V. Meetings and Members
Section 1. Annual Meeting.
An annual meeting of the Members of the Society shall be held during the first calendar half of each year, at a time and place coinciding with a meeting of a scientific society, for the purpose of discussing any matter which may come before the meeting. The date, time and place of the annual meeting shall be designated by the Board of Directors.
Section 2. Special Meetings.
Special meetings of the Members of the Society may be called at any time by the Board of Directors or the President and shall be called by the President upon the written request of five percent of the Members of the Society entitled to vote. All such special meetings shall be held at the principal office of the Society unless the Board of Directors shall designate some other place.
Section 3. Mail Vote on Questions.
Upon the written request of five percent or more of the Members entitled to vote, the Board of Directors shall submit any question to a vote by mail of the members of the Society.
Section 4. Notice of Meetings.
The Secretary shall mail to each Member and to each Honorary Member, at least 30 days but not more than 90 days before an annual or special meeting, a notice stating the place, day and hour of such meeting. The notice shall also state, when required by law or the articles of association or these Bylaws, the purpose or purposes for which the meeting is called. This notification may be included within the newsletter of the Society.
Section 5. Quorum and Voting.
At any annual or special meeting of the Society, ten Members present and entitled to vote thereat shall constitute a quorum for such meeting. A majority of the Members present and entitled to vote at any meeting may adjourn the meeting from time to time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which would have been proper at the meeting as originally noticed.
Any act of a majority of the Members present and entitled to vote at a meeting at which there is a quorum shall be the act of the Members of the Society.
Voting at any meeting of the Members of the Society need not be by ballot, but upon demand by any Member for a vote by ballot on any question or at the direction of the President that a vote by ballot be taken on any question, such vote shall be taken.
Section 6. Voting by Mail.
The vote of the Members of the Society on any question may, at the election of the Board of Directors, be taken by mail and such vote shall have the same effect as though taken at a meeting of the Members of the Society.
A vote by mail shall be conducted in such manner as the Board of Directors shall determine, consistent with these Bylaws, and the vote of a majority of the Members who return their ballots within the time designated shall be the act of the Members of the Society.
ARTICLE VI. Board of Directors
Section 1. General Powers and Duties.
The property, business and affairs of the Society shall be managed and controlled by a Board of Directors. The Board of Directors shall have the power to certify the election of the Officers and Directors of the Society by the Membership; to replace Officers and Directors in the event of death, disqualification, resignation, or removal for cause; to appoint Committees; and in general to exercise all powers which are not reserved to the Members by these Bylaws or Articles of Incorporation. The Board of Directors may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society. The Board of Directors may, by resolution, prescribe and determine from time to time the amount of initiation fee and annual assessments, if any, payable to the Society by Members, as well as such other fees as it shall deem to be appropriate, and shall designate the time and manner of payment thereof.
Section 2. Number, Tenure and Qualifications.
The Board of Directors shall consist of the Officers and the Directors elected from the general Membership of the Society according to the procedure prescribed in these Bylaws. Directors shall be divided into five groups, each group consisting of three members. One group of Directors shall be elected annually to hold office for five years from July 1 in the year of election or until their successors are elected and shall have qualified. Any Member of the Society in good standing shall be qualified to serve as a Director except that a Director shall not be eligible for re-election for two consecutive terms.
Section 3. Election of Directors.
By October 1 of each year the Secretary shall mail a notice to each Member of the Society giving the name of each Director whose term is due to expire on June 30 of the following year and requesting suggestions in writing for candidates to fill these vacancies. This notification may be included within the newsletter of the Society. Any suggestions so received as a result of such notice shall be turned over to the Nominating Committee. Not later than November 15, the Nominating Committee shall furnish the Secretary a list of qualified candidates to fill such vacancies, which list shall include the name of each candidate suggested as a result of the Secretary’s notice by more than ten members and all other candidates deemed appropriate by the Nominating Committee. By December 1, the Secretary shall prepare and mail to each Member a ballot, in such form as he shall designate, for voting on the candidates furnished by the Nominating Committee to fill the vacancies. Each Member in good standing shall be entitled to cast one vote for each candidate appearing on the ballot. All ballots received by the Secretary by January 15, shall be tallied by him and he shall report the results to each Director. The number of candidates, equivalent to the number of vacancies to be filled, who received the highest number of votes shall be elected. In case of ties, the President shall cast the deciding votes. The President shall notify the Members of the names of the individuals elected to fill the vacancies. This notification may also be included within the newsletter of the Society.
Section 4. Meetings.
In conjunction with each annual meeting of the Members of the Society, the Directors shall meet for the purpose of organization, the certification of the election of Officers and Directors, appointment of Committees and the transaction of other business. Meetings of the Board of Directors may be called by the President or the Secretary of the Society or by any two Directors in the absence of both the President and Secretary. Each meeting shall be held as provided in the call, and notice thereof shall state the time and place and (in general terms only) the purpose thereof. At any meeting at which every Director is present, even though there be not notice or waiver of notice thereof, any business may be transacted.
Section 5. Notice of Meetings.
Notice of each meeting of the Board of Directors shall be given personally or in writing by mail at least two weeks before the meeting, but such notice may be waived by any Director either before or after the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Quorum and Manner of Acting.
At all meetings of the Board of Directors, five Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board except as otherwise specifically provided by law or the Articles of Incorporation or these Bylaws. If at any meeting there is less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time without further notice to any absent Directors or may submit any proposed action to the remainder of the Board by mail ballot; see Section 9.
Section 7. Vacancies.
Vacancies in the Board of Directors may be filled by the affirmative vote of a majority of the Directors then in office and any such electee shall hold office for the unexpired term of the Director he replaces.
Section 8. Compensation.
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors expenses, if any, may be allowed for attendance at each meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Society in any other capacity and receiving compensation therefore.
Section 9. Informal Action by Directors.
Any action required by law or the Articles of Incorporation or these Bylaws to be taken at a meeting of the Board of Directors, or any action which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be approved in writing by 2/3 of the Directors.
Section 10. Annual Report.
The President shall prepare for the Board of Directors by June 30 of each year, an annual report each year, covering the affairs of the Society for the immediately preceding fiscal year. Each annual report shall show, as of the end of the fiscal year which it covers, the whole amount of real and personal property owned by the Society, where located and where and how invested, the amount and nature of the property acquired during such fiscal year and the manner of acquisition, the amount applied, appropriated or expanded during such fiscal year and the purposes, objects or persons to or for which such applications, appropriations of expenditures were made. This report will be distributed to the Members prior to the end of the calendar year and may be included within the newsletter of the Society.
Section 11. Resignation and Removal.
Any Director, member of a committee or officer may resign at any time by giving written notice to the President or the Secretary of the Society. Such resignation shall take effect at the time specified therein, or, if no time is so specified, then upon receipt thereof, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VII. Committees
All Committees shall be appointed by the Board of Directors to serve one year terms commencing on July 1 of a given calendar year. Each standing committee shall be composed of at least five members and each Committee shall be chaired by a member of the Board of Directors. The five standing Committees of the Society are defined below. Vacancies in any Committee may be filled by the Board of Directors for any unexpired portion of the term.
Section 1. Membership Committee.
The Membership Committee shall consider and act upon each application for membership in the Society and shall conduct such investigation in connection therewith as it shall deem advisable. The Membership Committee shall have the power to reject or admit any applicant to the Society by majority vote. The Membership Committee may from time to time, and subject to the approval of the Board of Directors, prescribe rules and regulations relating to the procedures used in the exercise of its powers.
Section 2. Nominating Committee.
The Nominating Committee shall consider all suggestions of the Membership for potential candidates for the Board of Directors (Officers and Directors) and shall recommend by majority vote at least one candidate for each full-term vacancy. In addition, any member willing to serve and suggested for nomination by at least ten members of the Society shall be placed in nomination for a five year term as a Director. The Nominating Committee shall be charged with the responsibility of ascertaining the willingness of any member having his or her name placed in nomination for Board membership as an Officer or a Director.
Section 3. Finance Committee.
The Finance Committee shall be charged with the responsibility of auditing the financial records of the Society to assure compliance with all regulations regarding the non-profit nature of the organization; moreover, the Finance Committee shall also seek to obtain financial endowment for the educational and philanthropic activities of the society, and to make recommendations to the Board of Directors concerning the maintenance of the fiscal integrity of the organization through assessments and contributions from the membership.
Section 4. Activities Committee.
The Activities Committee shall be responsible for the primary educational activities of the Society: arranging lectures and symposia on topics of interest to electroanalytical chemists and communicating items of interest to the membership by means of the Society newsletter. Should any symposium be arranged by the Society for the benefit of the membership of another organization, the person arranging that symposium shall be a member of the Activities Committee and shall seek the counsel of the Activities Committee in extending invitations to speakers, etc. To assist in the communication of information to the membership, the editor of the Society newsletter shall also serve on the Activities Committee.
Section 5. Awards Committee.
The Awards Committee shall be charged with the responsibility of seeking nominations for the awards presented by the Society and by majority vote, determining the winner of these awards. As with all standing committees, the Awards Committee shall be chaired by a member of the Board of Directors. During the initial years of any annual award process for which members of the Society are eligible, the Awards Committee shall consist of only those members of the Society who have removed their names from consideration for the award. If a sufficient number of Directors are willing to make this stipulation, the membership of the Awards Committee shall be drawn entirely from the Board of Directors; otherwise, appointment to the Awards Committee may be extended to any member willing to make this stipulation. Past award winners who are members of the Society shall automatically be offered an appointment to the Awards Committee by the Board of Directors, and in time, the Society shall strive to have an Awards Committee comprising entirely former winners of the award.
Section 6. Other Committees.
The Board of Directors may, by resolution adopted by a majority of all the Directors, designate other committees consisting of such number of Members of the Society or Board of Directors as it shall determine. Any such committee shall have and may exercise such powers as the Board of Directors may delegate to it in the resolution appointing it. A majority of all the members of any such committee may determine its actions and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power at any time to change the members of, to fill vacancies in, and to discharge any such committee, either with or without cause.
ARTICLE VIII. Officers
Section 1. Officers.
The Officers of the Society shall be a President, a President-Elect, a Secretary, a Treasurer, and a Past-President, all elected by the Membership according to the procedure prescribed in these Bylaws. During their terms of office these Officers shall be members of the Board of Directors. The Board of Directors may elect or appoint other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time by the Board of Directors; officers other than those specified above who are so appointed by the Board shall not be members of the Board of Directors unless otherwise duly elected to the Board by the Membership. Any two offices may be held by the same person, except for the offices of President, President-Elect, and Secretary.
Section 2. Election and Term of Office.
The Officers of the Society shall be elected biennially in even numbered years by the Members in conjunction with the annual election of Directors in these years. By October 1 of the preceding odd numbered year, the Secretary shall mail a notice to each Member of the Society giving the name of each Officer whose term is due to expire before the next biennial election and requesting suggestions in writing for candidates to fill these vacancies. Any suggestions so received as a result of such notice shall be turned over to the Nominating Committee. Not later than November 15 the Nominating Committee shall furnish the Secretary with a list of at least one qualified candidate for each of the following offices: President-Elect, Secretary, and Treasurer. By December 1 the Secretary shall prepare and mail to each Member a ballot, in such form as he may designate, for voting on the candidates for office furnished by the Nominating Committee, provision being made to accept one write-in candidate for each office. Each member in good standing shall be entitled to cast one vote for each candidate. All ballots received by the Secretary by January 15 shall be tallied and the results shall be reported to the Board of Directors. The candidate for each office receiving the greatest number of votes shall be elected. In case of ties, the President shall cast the deciding vote. Terms of office shall commence on July 1 of the year of election and shall continue until mandated succession to higher office or until a successor shall have been duly elected and shall have qualified. The Secretary and the Treasurer shall each serve a two-year term concluding on June 30 of the next even numbered year. The President-Elect shall serve a one year term. On July 1 of the next odd numbered year the President-Elect shall automatically assume the office of President and serve a two year term until June 30 of the next odd numbered year. At the conclusion of this two year term as President, the incumbent President shall automatically become Past-President and serve a one year term in this office until June 30 of the next even numbered (election) year. During the first year of the President’s term, the Past-President shall assume the duties of the President in the absence of the President or in the event that the office is vacant; during the second year of the Presidential term, these duties shall be assumed by the President-Elect.
Section 3. Removal and Vacancies.
Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Society would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 4. President.
The President shall be the principal executive officer of the Society and shall in general supervise and control all of the business and affairs of the Society and develop policies, procedures, practices and programs for furthering its interests. He shall preside at all meetings of the Members of the Society and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Society authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the law or the article of association or these Bylaws to some other officer or agent of the Society. In general the President shall perform duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. President-Elect.
During his tenure the President-Elect shall perform the duties of the President during any period when the latter is unable to serve.
Section 6. Secretary.
The Secretary shall attend all meetings of the Members of the Society and of the Board of Directors and shall record all votes and keep the minutes of such meetings in one or more books provided for the purpose. He shall administer the voting by mail of members of the Society and shall serve as inspector of voting. He shall attend to the giving and serving of all notices in accordance with the provisions of the law or the Articles of Incorporation or these Bylaws, be custodian of the corporate records and of the seal of the Society and see that the seal is affixed to all documents the execution of which on behalf of the Society under its seal is duly authorized in accordance with the provisions of these Bylaws, keep a register of the mailing address of each Member which shall be furnished to him by such Member, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 7. Treasurer.
The Treasurer shall be responsible for and have supervisory custody of all the funds and securities of the Society subject to such regulations as may be imposed by the Board of Directors. When necessary or proper, he may endorse on behalf of the Society for collection, checks, notes, certificates of deposit and other obligations, and shall deposit the same to the credit of the Society at such bank or banks or depository as the Board of Directors may designate. He shall sign all receipts and vouchers and, together with such other officer or officers, if any, as the Board of Directors may designate, shall sign all checks of the Society, provided that any one or more other officers or agents of the Society may be authorized by the Board of Directors to sign any such receipts, vouchers or checks either with or without his signature or countersignature; and provided further that promissory notes, if any, issued by the Society shall be signed by him or another or others only pursuant to specific authority conferred by the Board of Directors. He shall make such payments as may be necessary or proper to be made on behalf of the Society, subject to the control of the Board of Directors, and shall be responsible for regularly entering in the books of the Society to be kept for the purposeful and accurate account of all moneys and obligations received and paid or incurred on account of the Society, and shall exhibit such books at all reasonable times to any Director on application at the office of the Society. Whenever required by the Board of Directors he shall make a full written report covering the financial transactions of the Society. He may be required to give bond for the faithful performance of his duties in such sum and with such sureties as the Board of Directors may require. He shall in general be responsible for the performance of all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 8. Past-President.
During his tenure the Past-President shall perform the duties of the President during any period when the latter is unable to serve.
ARTICLE IX. Fiscal Year
The Fiscal year of the Society shall begin on the first day of July and end on the last day of June in the subsequent year.
ARTICLE X. Seal
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Society and the words and figures “Incorporated 1984, State of Indiana”.
ARTICLE XI. Waiver of Notice
Whenever any notice is required to be given by law or the Articles of Association or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. This provision shall be in addition to any other or different statutory provisions as to waiver of notice.
ARTICLE XII. Interpretation and Construction of Bylaws
All questions of interpretation or construction of these Bylaws shall be decided by the Board of Directors whose decision thereon shall be final.
ARTICLE XIII. Amendments to Bylaws
Amendment, alteration, and repeal of the Bylaws and/or the adoption of new Bylaws may be proposed at any time by the majority of all Directors at any meeting of the Board of Directors, provided notice of the proposed action (in general terms only) is included in the notice or waiver of notice of such meeting. Amendment, alteration, and repeal of these Bylaws or the adoption of new Bylaws may also be proposed by written petition endorsed by 5% of the voting Members of the Society. Any proposal to amend, alter, repeal or adopt new Bylaws must be approved by written ballot by a majority of Members who respond to a written description of such proposal.