The AIBS Constitution and Bylaws

Constitution

Last Revised October 2001

ARTICLE I. Name

The name of this association shall be the AMERICAN INSTITUTE OF BIOLOGICAL SCIENCES, INC., herein after called the Institute.

ARTICLE II. Purposes

The purposes of the Institute shall be the advancement of the biological sciences and their applications to human welfare, and to foster and encourage research and education in the biological sciences, including the medical, environmental, and agricultural sciences. To serve these purposes, the Institute will assist societies, other organizations, and biologists in such matters of common concern as can be dealt with more effectively by united action; hold and sponsor scientific meetings; cooperate with local, national, and international organizations concerned with the biological sciences; provide a voice for biologists in the public forum; promote unity and effectiveness of effort among all those who are devoting themselves to the biological sciences and their applications; and foster the relations of the biological sciences to other sciences, to the arts and industries, and to the public good.

ARTICLE III. Membership

Membership in the Institute shall be open to persons or organizations who share the stated purposes of the Institute.

ARTICLE IV. Officers

The Officers of the Institute shall be the President, the President-Elect, the Immediate Past-President, the Secretary, and the Treasurer. The President-Elect shall serve a term of one year, followed by one year as President, and one year as Immediate Past-President. No person shall be eligible for reelection to the presidency.

The Secretary and the Treasurer shall each serve terms of three years that are not coincident. No person may hold the office of Secretary or Treasurer for more than two terms consecutively.

ARTICLE V. Executive Committee

The Officers of the Institute shall comprise the Executive Committee, and shall act in behalf of the Board of Directors between the meetings of the Board of Directors.

ARTICLE VI. Board of Directors

The Board of Directors shall establish policy for the Institute, and shall be responsible for the fulfillment of the scientific and corporate obligations of the Institute.

The Board of Directors shall be composed of the Officers of the Institute, and eight elected members, four of whom shall be elected from members of the Council and four from the Individual Membership.

The members of the Board of Directors, individually and collectively, shall be held harmless by the Institute in any action alleging injury or damage, direct or consequential, arising out of the performance of their duties, except where Board members are adjudged guilty of willful misfeasance or malfeasance in the performance of their duties.

ARTICLE VII. Council

The Council shall provide effective and responsible guidance to the Institute. The Council shall consist of the Board of Directors, one delegate selected by each Member Society, and one Member-at-Large per 1,000 Individual Members, to be elected as prescribed in the Bylaws. Each member of the Council must be an Individual Member of the Institute.

The Council shall,

1. review the actions of the Board of Directors
2. make recommendations to the Board of Directors on matters of policy for action and response by the Board of Directors
3. consider agenda items brought before it by the Board of Directors initiate agenda items for its meetings and
4. elect four of its members to the Board of Directors.

ARTICLE VIII. Executive Director

An Executive Director shall be appointed by the Board of Directors as the chief executive officer of the Institute. The Executive Director shall supervise the staff, properties, and operations of AIBS, and carry out the policies and directives of the Board of Directors and the Executive Committee. The Executive Director will serve ex officio (without vote) on all committees, boards, and councils.

ARTICLE IX. Bylaws

The provisions of the Constitution of the Institute shall be carried out in accordance with the current Bylaws of the Institute.

ARTICLE X. Amendments

Amendments to this Constitution may be initiated by the Board of Directors, the Council, or by a petition to the Board of Directors by 25 Individual Members of the Institute. After receiving advice from the Council, the Board of Directors must approve amendments by a two-thirds majority vote. Amendments must then be ratified in a mail ballot by two-thirds of those Individual Members of the Institute voting.

ARTICLE XI. Dissolution

Dissolution of the Institute for any cause may be initiated by the same mechanism used for amending the Constitution. Dissolution must be in accordance with the applicable regulations of the 1954 Internal Revenue Code, Section 501, or any amendments thereto.

All funds or other assets of the Institute, including any rights to funds, present or future, contingent or actual, shall be irrevocably assigned and transferred to any successor organization, which has among its principal purposes the encouragement, development, and dissemination of knowledge in the biological sciences, and has qualified as an exempt organization under Section 501 of the 1954 Internal Revenue Code, or any amendments thereto.

The selection of the successor organization shall be approved by a two-thirds majority of the Board of Directors and be named in the Board's minutes and its Articles of Dissolution, but need not be named in the motion or petition for dissolution.

Bylaws

Last Revised September 2008

ARTICLE I. Membership

Section 1

Individual Membership. There shall be eight classes of Individual Members: Regular Member, Student Member, Sustaining Member, Life Member, Emeritus Member, Honorary Member, Family Member, and Teacher Member. Individual Membership may be obtained by application to the Executive Director. A person may be elected an Honorary Member by a majority vote of the Board of Directors. The criteria for membership are:

1. Regular Member: A person who is engaged in pursuits contributing to the development and advancement of the biological sciences.
2. Student Member: A person who is enrolled at least half time in an institution of higher learning.
3. Sustaining Member: A person qualified as a Regular Member, but who wishes to provide additional financial support for the Institute.
4. Life Member: A person qualified as a Regular Member, but who chooses to pay life-time dues.
5. Emeritus Member: A person who has been a Regular Member or a Sustaining Member for at least ten consecutive years, and is retired.
6. Honorary Member: A person who has rendered long and distinguished service to the biological sciences may be elected an Honorary Member.
7. Family Member: A person qualified as a Regular Member and married to a Regular Member, but who wishes to pay reduced dues and share certain membership benefits with the spousal Regular Member.
8. Teacher Member: A person who is a full time teacher or administrator in any pre-college grade level.

Section 2.

Society Membership. A society, nonprofit corporation, or association of regional, national, or international scope concerned with the advancement of the biological sciences may be elected a Member Society by majority vote of the Board of Directors. There shall be a written agreement concerning dues and mutual obligations between each Member Society and the Institute.

Section 3.

Corporate Membership. Any business organization or corporation interested in the biological sciences that wishes to contribute to the support of the Institute may become a Corporate Member. Application for membership as a Corporate Member should be made to the Executive Director. Election shall be by majority vote of the Board of Directors.

ARTICLE II. Meetings

Section 1.

The Institute shall provide for at least one annual meeting of the individual, societal and corporate members, except as prevented by a national emergency. Additional meetings of the membership may be provided by action of the Board of Directors.

Section 2.

The Executive Committee shall meet as often as necessary for the discharge of its duties and the fulfillment of its responsibilities.

Section 3.

The Board of Directors shall normally meet quarterly, but no less than semi-annually. Additional meetings may be called by the Executive Committee or by a majority of the members of the Board of Directors.

Section 4.

The Council shall meet annually at a time and place determined by the Board of Directors. Special meetings of the Council may be called by the Board of Directors or by a majority of the members of the Council.

Section 5.

Parliamentary procedures shall be those specified in "Robert's Rules of Order Revised."

ARTICLE III. Quorums

A majority of members shall constitute a quorum for transacting the business of the Executive Committee, Board of Directors, Council, and committees of the Institute.

ARTICLE IV. Dues and Finances

Section 1.

Dues shall be established for each class of membership by a two-thirds majority vote of the Board of Directors.

Section 2.

The Board of Directors may authorize any officer or officers, agent or agents, to enter into contracts or to execute and deliver instruments in the name or on behalf of the Institute; such authority may be general or confined to specific instances.

Section 3.

All checks, drafts, or other orders for the payment of money in the name of the Institute shall be signed by such officer or officers, agency or agents, of the Institute, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.

All funds of the Institute not otherwise employed shall be deposited promptly to the credit of the Institute in such banks or other depositories as the Board of Directors may select.

Section 5.

The annual budget shall be subject to approval by the Board of Directors.

Section 6.

An audit of the Institute's books and accounts by an independent certified public auditing concern shall be completed and presented annually to the Board of Directors and the Council, or more frequently if so directed by the Board of Directors.

Section 7.

The principal of the Institute's Long-Term Capital Reserves is Board-designated; the income of the Capital Reserves must be reinvested as principal. In addition, Contingency Reserves are established by the Board to be a part of the Long-Term Capital Reserves. The procedures by which the Contingency Reserves may be used are contained within the Institute's Handbook on Policies and Procedures.

ARTICLE V. Fiscal Year

The fiscal year for the Institute shall be from January 1 through December 31 of the calendar year.

ARTICLE VI. Duties of Officers

Section 1.

The President shall be the chief elected officer of the Institute, provide scientific leadership for the Institute, and supervise the conduct of the affairs of the Institute. The President shall preside over the meetings of the Executive Committee, the Board of Directors and the Council, and shall be the principal contact between these bodies and the staff of the Institute. The President shall appoint and charge the chairpersons and members of all Standing Committees of the Institute, such ad hoc committees as may be deemed necessary, and, with the advice and consent of a majority of the Board of Directors, the members of the Nominating Committee. The President may sign, with the Secretary, Treasurer, or any other proper officer of the Institute hereunto authorized by the Board of Directors, any deeds, mortgages, contracts, or other instruments that 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 to other officers or agents of the Institute, or shall be required by law to be otherwise signed or executed. The President shall carry out other activities usually pertaining to the office.

Section 2.

In the absence of the President, or in the event of the President's inability or refusal to act, the President-Elect shall perform the duties of the President. The President-Elect shall chair the Long-Range Planning Committee, shall serve ex officio on the Meetings Committee, and shall carry out such other duties as assigned by the President or the Board of Directors.

Section 3.

The Treasurer shall be the chief fiscal officer of the Institute, supervise all funds and securities of the Institute, chair the Finance Committee, and in general, perform all duties incident to the office of Treasurer, and such other duties as may be assigned by the President or the Board of Directors.

Section 4.

The Secretary shall review and certify the minutes of the meetings of the Executive Committee, the Board of Directors and the Council, be custodian of the corporate seal and the records of the Institute, and in general, perform all duties incident to the office of Secretary, and such other duties as may be assigned by the President or the Board of Directors.

Section 5.

The Immediate Past-President shall chair the Nominating Committee, and shall carry out such other duties as assigned by the President or the Board of Directors.

Section 6.

All officers shall be bonded for the faithful performance of their duties.

ARTICLE VII. Vacancies

Section 1.

The President-Elect will automatically succeed to the presidency when the office becomes vacant.

Section 2.

If a vacancy occurs in the office of President-Elect, it shall be filled by the next elected President-Elect as soon as ballots have been counted and certified.

Section 3.

If a vacancy occurs in the office of Secretary or Treasurer, the Executive Committee shall submit at least one nomination for each vacant position to the Board of Directors for approval. The persons so elected shall serve until the next annual election.

Section 4.

If a vacancy occurs in the position of Immediate Past-President, the President can, with the advice and consent of a majority of the Board of Directors, appoint another person to serve as Chairperson of the Nominating Committee.

Section 5.

If a vacancy occurs among the elected members of the Board of Directors, the President shall appoint a replacement from among the members of the Council to serve for the remainder of the term of the vacant position.

Section 6.

If a vacancy occurs in the position of Member-at-Large of the Council, it may be filled by the Board of Directors until the next annual election.

ARTICLE VIII. Duties of Executive Director

The Executive Director shall be the chief executive officer of the Institute, and shall supervise or carry out policies and directives of the Executive Committee and the Board of Directors. The Executive Director shall be authorized, within the budget of the Institute, to employ such persons as are necessary for the proper conduct of the affairs of the Institute, and to determine the compensation to be paid therefor. The Executive Director shall supervise the staff of the Institute, facilitate their work, and evaluate their performance annually. The Executive Director shall make such reports, recommendations, and suggestions to the Executive Committee, the Board of Directors and the Council, as shall be judged to be for the benefit of the business of the Institute. A vacancy in the office of Executive Director shall be filled by the Executive Committee with the advice and consent of a majority of the Board of Directors. The Executive Director, and appropriate staff designated by the Board of Directors, shall be bonded for the faithful performance of their duties.

ARTICLE IX. Nominating Committee

The Nominating Committee shall be chaired by the Immediate Past-President and consist of the Executive Committee plus two members of the Council as appointed by the President. The Nominating Committee shall solicit suggestions of potential nominees from the Board and Council and prepare a slate of nominees as described in Article X (Elections) of the Bylaws. The Nominating Committee shall inform the nominees of the responsibilities of the offices for which they are being nominated, and ascertain the willingness of each nominee to serve, if elected.

ARTICLE X. Elections

Section 1.

Nominations for offices to become vacant shall be made by the Nominating Committee. Additional nominations may be made by any 25 individual members and filed with the Executive Director within 90 days after the date of the annual meeting of the Council, together with a signed statement of consent from each person nominated. The final ballot, containing at least two names for each vacancy to be filled, shall be approved by the Board of Directors and be mailed to the Individual Members. The candidate for each office receiving the highest number of votes will be elected. The results shall be certified by the Elections Committee. Ties will be resolved by a coin flip.

Section 2.

The Individual Membership shall elect four members of the Board of Directors. The election shall follow the same format as the election of officers. The four elected members shall serve terms of three years. Beginning in 1998 (1997 election), and every third year thereafter, two nominees will be elected to three year terms. One nominee will be elected for a three year term each intervening year. Elected members of the board of Directors shall not serve more than two terms consecutively.

Section 3.

The Council shall elect four of its members to the Board of Directors. This election shall follow the same format as for the election of officers. Ballots listing these nominees shall only be sent to the members of the Council. The four elected members shall serve terms of three years. Beginning in 1998 (1997 election), and every third year thereafter, two nominees will be elected to three year terms. One nominee will be elected for a three year term each intervening year. Elected members of the Board of Directors shall not serve more than two terms consecutively.

Section 4.

The election of Members-at-Large of the Council for a term of three years shall follow the same format as for the election of officers. A Member-at-Large who fails to attend two consecutive Council meetings shall be considered to have resigned.

Section 5.

With the advice and consent of a majority of the Board of Directors, the President shall appoint an Elections Committee to certify the results of all elections.

Section 6.

All officers, members of the Board of Directors and Members-at-Large of the Council shall take office on January 1 following the election.

ARTICLE XI. Standing Committees

Standing Committees shall study and make recommendations to the Board of Directors on matters of policy. The Standing Committees and their areas or responsibility shall be:

1. The Public Policy Review Committee shall study and report to the Board of Directors on matters dealing with the interpretation of biological information and its relevance to public policy issues. The Public Policy Review Committee develops recommendations on coordinated and sustained approaches to facilitate public education, facilitates the transfer of objective perspectives on biological information to governmental agencies and non-governmental organizations, evaluates government policies related to biological issues from a scientific point of view, and provides advice on proposed regulations and pending legislation for biological research and teaching.
2. The Diversity Affairs Committee shall study and report to the Board of Directors on all matters concerned with the full participation of women, minorities and persons with disabilities (differently abled) in all aspects of the biological sciences.
3. The Education Committee shall study and report to the Board of Directors on all matters relating to education in the biological sciences, including informal, K-12, and undergraduate biology education. The Education Committee will develop recommendations to the Board of Directors for specific initiatives and long-range plans for the Institute's activities in biology education.
4. The Finance Committee shall advise and make policy recommendations to the Board of Directors on all aspects of the Institute's finances, including the annual operating budget, increasing the Institute's financial base, membership dues changes, and long-range planning for the Institute. The Treasurer shall chair the Finance Committee. Two additional members of the Executive Committee and two additional individuals, appointed by the President, shall be members of the Committee.
5. The Publications Committee shall study and report to the Board of Directors on all policy matters pertaining to publications of the Institute.
6. The Awards Committee shall study and report to the Board of Directors on all policy matters pertaining to the awards of the Institute and shall provide a slate of nominees for awards for the Board to consider for approval. The President shall appoint a member of the Board to chair the committee, plus two additional members of the Board, plus two additional individuals, all for three-year terms.
7. The Long-Range Planning Committee shall study and report to the Board of Directors on matters pertaining to the future annual meetings and other long-range plans of the Institute.

Members and chairs of standing committees shall be appointed by the President, and shall normally serve staggered terms of three years. Vacancies on standing committees shall be filled by the President. Members who are inactive may be replaced by the President.

A written report from each Standing Committee shall be submitted to the Board of Directors prior to each of its meetings, and to the Council prior to its annual meeting.

Existing Standing Committees may be terminated, and new Standing Committees created, by a two-thirds majority vote of the Board of Directors.

ARTICLE XII. Special Committees

Section 1.

The President may appoint and charge the chairpersons and members of such ad hoc committees as may be deemed necessary. The term of these committees shall coincide with the term of the President who appointed them.

Section 2.

Special committees to serve for a period of no more than three years may be authorized by a two-thirds majority vote of the Board of Directors, and be appointed by the President. Vacancies on such committees shall be filled by the President. Members who are inactive may be replaced by the President.

ARTICLE XIII. Amendments

Amendments to these Bylaws may be initiated by the Board of Directors, the Council, or by petition to the Board of Directors signed by 25 individual Members of the Institute. Amendments must be approved by a majority vote of the Board of Directors.

ARTICLE XIV. General Prohibitions

Notwithstanding any provision of the Constitution or Bylaws that might be susceptible to a contrary construction:

Section 1.

The Institute shall be organized exclusively for scientific and educational purposes in accordance with the public interest;

Section 2.

The Institute shall be operated exclusively for scientific and educational purposes in accordance with the public interest;

Section 3.

No part of the net earnings of the Institute shall or may under any circumstances inure to the benefit of any private shareholder or individual;

Section 4.

No substantial part of the activities of the Institute shall consist of carrying on propaganda, or otherwise attempting to influence legislation;

Section 5.

The Institute shall not participate in, or intervene in (including the publishing or distributing of statements contrary to the public interest), any political campaign on behalf of any candidate for public office;

Section 6.

The Institute shall not be organized or operated for profit;

Section 7.

The Institute shall not:

1. Lend any part of its income or corpus, without the receipt of adequate security or reasonable rate of interest to;
2. Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered to;
3. Make any part of its services available on a preferential basis to;
4. Make any purchase of securities or any other property, for more than adequate consideration in money or money's worth from;
5. Sell any securities or other property for less than adequate consideration in money or money's worth to;
6. Engage in any other transactions that result in substantial diversions of its income or corpus to;

any officer, member of the Board of Directors, the Council, or substantial contributor to the Institute. The prohibitions contained in Section 7 do not mean to imply that the Institute may make such loans, payments, sales or purchases to anyone else, unless such authority be given or implied by other provisions of the Constitution or Bylaws.