Proposed Updates to AIBS Bylaws
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Proposed Updates to AIBS Bylaws

In late 2011, the AIBS membership will provide feedback on a series of proposed changes to the AIBS Constitution. After feedback is incorporated, the changes will be finalized and voted upon by the AIBS membership. Once changes have been made to the Constitution, a set of updates will be made to the AIBS Bylaws by the AIBS Board of Directors to support the implementation of the Constitutional changes.

A list of changes are provided below. Any Article that has been updated will show the current article and/or section, the suggested update, and an explanation of what the change will mean to the Institute.


Table of Contents

ARTICLE I. Membership
ARTICLE II. Meetings
ARTICLE III. Quorums
ARTICLE IV. Dues and Finances
ARTICLE V. Fiscal Year
ARTICLE VI. Duties of Officers
ARTICLE VII. Vacancies
ARTICLE VIII. Duties of Executive Director
ARTICLE IX. Nominating Committee
ARTICLE X. Elections and Terms
ARTICLE XI. Standing Committees
ARTICLE XII. Ad Hoc and Special Committees
ARTICLE XIII. Amendments
ARTICLE XIV. General Prohibitions


ARTICLE I. Membership (Changes)


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:

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

Section 2. Institutional Membership.


Current
Proposed
Effect of Change
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. A nonprofit society, corporation, or association of regional, national, or international scope concerned with the advancement of the biological sciences may be elected an Institutional Member by majority vote of the Board of Directors. As stipulated in the Institute's Constitution, Article VII, each Institutional Member is entitled to appoint a Representative to the Council. Each Council Representative shall receive Individual Membership status in the Institute as part of the Institutional Member's dues payment. There shall be a written agreement concerning dues and mutual obligations between each Institutional Member and the Institute. Changes to Article I, Section 2,3 serve to clarify the status of Institutional and Corporate Members.

Section 3. Corporate Membership.


Current
Proposed
Effect of Change
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. 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. There shall be a written agreement concerning dues and mutual obligations between each Corporate Member and the Institute. Changes to Article I, Section 2,3 serve to clarify the status of Institutional and Corporate Members.

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ARTICLE II: Meetings. (Changes)

Section 1.


Current
Proposed
Effect of Change
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. All meetings of the Institute, including those where votes are cast by members, shall be held in accordance with the prevailing Open Meeting laws of the District of Columbia for 501(c)(3) nonprofit organizations that are applicable to the Institute. The annual business meetings, Council meetings, and Board of Directors meetings may be conducted in person or through telephonic or electronic communications technology that allows all participants to hear or otherwise communicate with each other during the meeting; written notice of these meetings must be sent to attendees by mail, or e-mail, as directed by the member, at the address, or e-mail provided by the member or as it appears in the corporate records, at least 60 days in advance of the meeting, except in the case of special (i.e. other than those regularly scheduled) meetings of the Board of Directors, where at least 10 days advance notice is required. The business to be transacted at any of the above meetings, and the date, time, and place of the meeting, shall be specified in the notice of the meeting. Changes to Article II, Sections 1-6, ensure that AIBS meetings are held in compliance with Open Meeting standards, with sufficient advance notice given, and options for participating face-to-face or remotely for annual business meetings, Council meetings, and Board meetings.

Section 2.


Current
Proposed
Effect of Change
The Executive Committee shall meet as often as necessary for the discharge of its duties and the fulfillment of its responsibilities. The Institute shall provide for at least one annual business meeting with its Individual, Institutional, 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. Changes to Article II, Sections 1-6, ensure that AIBS meetings are held in compliance with Open Meeting standards, with sufficient advance notice given, and options for participating face-to-face or remotely for annual business meetings, Council meetings, and Board meetings.

Section 3.


Current
Proposed
Effect of Change
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. The Executive Committee shall meet as often as necessary for the discharge of its duties and the fulfillment of its responsibilities. Changes to Article II, Sections 1-6, ensure that AIBS meetings are held in compliance with Open Meeting standards, with sufficient advance notice given, and options for participating face-to-face or remotely for annual business meetings, Council meetings, and Board meetings.

Section 4.


Current
Proposed
Effect of Change
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. The Board of Directors shall meet 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. Changes to Article II, Sections 1-6, ensure that AIBS meetings are held in compliance with Open Meeting standards, with sufficient advance notice given, and options for participating face-to-face or remotely for annual business meetings, Council meetings, and Board meetings.

Section 5.


Current
Proposed
Effect of Change
Parliamentary procedures shall be those specified in "Robert's Rules of Order Revised." The Council shall meet annually at a time determined by the Board of Directors. The annual business meeting referred to in Section 1 herein may include the Council meeting. Special meetings of the Council may be called by the Board of Directors or by a majority of the members of the Council. Changes to Article II, Sections 1-6, ensure that AIBS meetings are held in compliance with Open Meeting standards, with sufficient advance notice given, and options for participating face-to-face or remotely for annual business meetings, Council meetings, and Board meetings.

Section 6.


Current
Proposed
Effect of Change
Parliamentary procedures shall be those specified in "Robert's Rules of Order Revised." Changes to Article II, Sections 1-6, ensure that AIBS meetings are held in compliance with Open Meeting standards, with sufficient advance notice given, and options for participating face-to-face or remotely for annual business meetings, Council meetings, and Board meetings.

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ARTICLE III. Quorums (Changes)


Current
Proposed
Effect of Change
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. A majority of members shall constitute a quorum for transacting the business of the Executive Committee and of the Board of Directors. This change removes committees from the quorum requirement.

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ARTICLE IV. Dues and Finances(Changes)

Section 1.


Current
Proposed
Effect of Change
Dues shall be established for each class of membership by a two-thirds majority vote of the Board of Directors. Dues shall be established for each class of membership by a majority vote of the Board of Directors. Changes voting requirements from a 2/3 majority to a simple majority, so as to be consistent with the rest of the Bylaws.

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.


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ARTICLE V. Fiscal Year (No Proposed Changes)

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


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ARTICLE VI. Duties of Officers (Changes)

Section 1.


Current
Proposed
Effect of Change
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. The President shall serve as the chief elected officer of the Institute, provide its scientific leadership, supervise the conduct of its affairs, and assist in establishing productive relationships with individuals and organizations critical to its success. 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 and special 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. Changes to Article 6, Section 1, 2, 4, 5, 6 establish the duties of the Vice-President position, including leadership of the awards program and strategic planning, both of which had previously been in separate Standing Committees.

Section 2.


Current
Proposed
Effect of Change
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 also carry out such other duties as assigned by the President or the Board of Directors. The Vice-President shall work with the President in establishing productive relationships with individuals and organizations critical to the Institute's success, shall administer the Institute's awards program and lead its strategic planning activities -- each with committee support appointed as necessary by the President -- shall serve as the Executive Committee's representative on the Nominating Committee, and shall carry out such other duties as assigned by the President or the Board of Directors. In the absence of the President, or in the event of the President's inability or refusal to carry out the duties of the office, the Vice-President shall perform the duties of the President. Changes to Article 6, Section 1, 2, 4, 5, 6 establish the duties of the Vice-President position, including leadership of the awards program and strategic planning, both of which had previously been in separate Standing Committees.

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 assigned by the President or the Board of Directors.

Section 4.


Current
Proposed
Effect of Change
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 assigned by the President or the Board of Directors. The Secretary shall review and certify the minutes of the meetings of the Executive Committee, the Board of Directors and the Council, be responsible for 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 Changes to Article 6, Section 1, 2, 4, 5, 6 establish the duties of the Vice-President position, including leadership of the awards program and strategic planning, both of which had previously been in separate Standing Committees.

Section 5.


Current
Proposed
Effect of Change
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. All officers shall be bonded for the faithful performance of their duties. Changes to Article 6, Section 1, 2, 4, 5, 6 establish the duties of the Vice-President position, including leadership of the awards program and strategic planning, both of which had previously been in separate Standing Committees.

Section 6.


Current
Proposed
Effect of Change
All officers shall be bonded for the faithful performance of their duties. Changes to Article 6, Section 1, 2, 4, 5, 6 establish the duties of the Vice-President position, including leadership of the awards program and strategic planning, both of which had previously been in separate Standing Committees.

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ARTICLE VII. Vacancies (Changes)

Section 1.


Current
Proposed
Effect of Change
The President-Elect will automatically succeed to the presidency when the office becomes vacant Further to Article VI, Section 2, herein the Vice-President will automatically succeed to the presidency if the office of the latter becomes vacant before the end of its normal term, in which case the Vice-President shall serve as President for the remainder of that term of the vacant position. Changes to Article 7, Sections 1-6, increases the democratic process for filling Board seats that become vacant in mid-term.

Section 2.


Current
Proposed
Effect of Change
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. If a vacancy occurs in the office of Vice-President the Nominating Committee shall submit one or more nominations to the Board of Directors for consideration. The person so elected by the Board shall serve for the remainder of that term of the vacant position, Changes to Article 7, Sections 1-6, increases the democratic process for filling Board seats that become vacant in mid-term.

Section 3.


Current
Proposed
Effect of Change
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. If a vacancy occurs in the office of Secretary or Treasurer, the Nominations Committee shall submit one or more nominations for each vacant position to the Board of Directors for consideration. The person(s) so elected by the Board shall serve for the remainder of that term of the vacant position(s). Changes to Article 7, Sections 1-6, increases the democratic process for filling Board seats that become vacant in mid-term.

Section 4.


Current
Proposed
Effect of Change
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. If a vacancy occurs among the members of the Board of Directors elected by the Individual Membership or by the Council, the President, with the advice and consent of a majority of the Board of Directors, shall appoint a replacement to serve for no more than one year of the remaining term of the vacant position, by which time an election shall be held to fill the empty seat by the Individual Membership or Council. Changes to Article 7, Sections 1-6, increases the democratic process for filling Board seats that become vacant in mid-term.

Section 5.


Current
Proposed
Effect of Change
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. Changes to Article 7, Sections 1-6, increases the democratic process for filling Board seats that become vacant in mid-term.

Section 6.


Current
Proposed
Effect of Change
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 Changes to Article 7, Sections 1-6, increases the democratic process for filling Board seats that become vacant in mid-term.

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ARTICLE VIII. Duties of Executive Director (No Proposed Changes)

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.


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ARTICLE IX. Nominating Committee Director (Changes)


Current
Proposed
Effect of Change
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. The Nominating Committee shall consist of the Vice-President representing the Executive Committee, plus three Board members appointed by the President each year with the advice and consent of a majority of the Board: one from the Board-elected seats, one from the Council-elected seats, and one from the Individual-membership-elected seats. The Committee shall elect its own Chair from its ranks each year.

The Nominating Committee shall prepare a slate of nominees as described in Article X herein and 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.
Broadens the Nominating Committee to have balanced representation from Council-elected Board seats and Individual-Member-elected Board seats, in addition to that from the Executive Committee.

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ARTICLE X. Elections and Terms (Changes)

Section 1.


Current
Proposed
Effect of Change
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. Elections are held each calendar year depending on the number of Board vacancies coming open in the next calendar year. Board term years run from January 1 through December 31 of a given year. Newly-elected Board terms start on January 1 following the year in which the election was held. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 2.


Current
Proposed
Effect of Change
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. The Board of Directors shall elect the four Officer positions. Additional nominations for Officers may be placed on the ballot by any 25 Individual Members or 10 Council Representatives and filed with the Executive Director within 30 days after the call for nominations has been issued, together with a signed statement of consent from each person so nominated. The final ballot shall be voted on by all members of the Board of Directors through secret ballot. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 3.


Current
Proposed
Effect of Change
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. The Board of Directors shall elect four to eight Board seats in addition to the Officers. Nominations shall be made by the Nominating Committee. Suggestions for nominations shall be solicited from the Board, the Individual Membership, and the Council. The final ballot shall be voted on by all members of the Board of Directors through secret ballot. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 4.


Current
Proposed
Effect of Change
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. The Individual Membership shall elect two seats on the Board of Directors. Nominations shall be made by the Nominating Committee. Additional nominations may be placed on the ballot by any 25 Individual Members and filed with the Executive Director within 30 days after the call for nominations has been issued, together with a signed statement of consent from each person so nominated. The ballot shall be voted on by Individual Members in good standing at the time of the election. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 5.


Current
Proposed
Effect of Change
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. The Council shall elect four Council Representatives to the Board of Directors. Nominations shall be made by the Nominating Committee. Additional nominations may be placed on the ballot by any 10 Council Representatives and filed with the Executive Director within 30 days after the call for nominations has been issued, together with a signed statement of consent from each person so nominated. The ballot shall be voted on by the Council Representatives of Institutional Members in good standing at the time of the election. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 6.


Current
Proposed
Effect of Change
All officers, members of the Board of Directors and Members-at-Large of the Council shall take office on January 1 following the election. As stipulated in the Institute's Constitution, Article VI, the Board of Directors is authorized, with the advice of the Nominating Committee, to vary the number of Board-elected non-Officer seats between four to eight, so long as the total size of the Board remains between 14 to 18 members. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 7.


Current
Proposed
Effect of Change
The candidate for each vacant position receiving the highest number of votes will be deemed elected. Ties will be resolved by a coin flip. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 8.


Current
Proposed
Effect of Change
All Board positions have terms of three years except those of President and Vice-President, each of which has a term of two years. Re-election to multiple terms for all Board positions, including President and Vice-President, is permitted. Directors shall continue in office until their successors have been duly elected and assumed office, or unless they resign, are removed, or are otherwise unable to fill an unexpired term. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 9.


Current
Proposed
Effect of Change
Notwithstanding Article X, Section 8, herein, and with the advice of the Nominating Committee, the Board of Directors is authorized to vary the term length of any non-Officer Board positions that come open during an election cycle to be two-year or four-year terms in order to ensure adequate staggering of Board terms. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 10.


Current
Proposed
Effect of Change
The qualifications for serving as a member of the Board of Directors shall be knowledge of the activities, purposes, and goals of the Institute, and the potential for making a substantial contribution to the success of its mission. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 11.


Current
Proposed
Effect of Change
Members of the Board of Directors who fail to attend three consecutive Board meetings without the prior approval of the President for their absence shall be deemed to have resigned their position on the Board. Any Director may resign at any time by giving written notice to the President or the Executive Director. Such resignation shall take effect at the time specified therein or, if no time is specified, at a time of acceptance as determined by the President. A Director may be removed only by a majority vote of all members of the Board of Directors. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 12.


Current
Proposed
Effect of Change
Members of the Board of Directors may participate and vote at Board meetings and/or Board-related committee meetings either in person or through telephonic or electronic communications technology that allows all participants to hear or otherwise communicate with each other during the meeting. Proxy voting of one Board member for another is not permitted. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

Section 13.


Current
Proposed
Effect of Change
Election terms for the first year of these Bylaws changes, 2012, is a transition year from the previous Bylaws' election terms and shall be implemented according to the Institute's Governance Transition Plan document. Changes to Article X, Sections 1-13, establish new Board election and term structure with the increased opportunities for Council representatives and Individual Members to place names on the ballot. Adds a new category of Board-elected seats. Removes limits to re-election. Establishes process for removing Board members.

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ARTICLE XI. Standing Committees (Changes)


Current
Proposed
Effect of Change
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:

    A. 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.

    B. 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.

    C. 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.

    D. 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.

    E. The Publications Committee shall study and report to the Board of Directors on all policy matters pertaining to publications of the Institute.

    F. 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.

    G. The Long-Range Planning Committee shall study and report to the Board of Directors on matters pertaining to the 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.

The Standing Committees and their areas of responsibility shall be:
    A. 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.

    B. The Education Committee shall study and report to the Board of Directors on 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.

    C. 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 financial 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.

    D. The Publications Committee shall study and report to the Board of Directors on matters pertaining to publications of the Institute.

Members and chairs of standing committees shall be appointed by the President, and shall normally serve staggered terms of three years. If a vacancy occurs due to a member's inability to complete a term, or if a member is inactive, the President may appoint new members for the duration of the term.

All committees shall execute their charges in a manner that ensures the full participation of women, minorities, and persons with disabilities.

Discontinues the Awards Committee, Long-Range Planning Committee, and Diversity Affairs Committee as separate Standing Committees and transfers the leadership of the first two areas of activity to the Vice-President, with Ad Hoc Committee support as needed. Instructs all committees to execute their charges in a manner that ensures the full participation of women, minorities and persons with disabilities.

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ARTICLE XII. Ad Hoc and Special Committees (Changes)

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.


Current
Proposed
Effect of Change
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. Special committees to serve for a period of no more than three years may be authorized by a majority vote of the Board of Directors, with the President appointing and charging the chairpersons and members of such committees. If a vacancy occurs due to a member's inability to complete a term, or if a member is inactive, the President may appoint new members for the duration of the term. Clarifies structure of Ad Hoc and Special Committees.

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ARTICLE XIII. Amendments (Changes)


Current
Proposed
Effect of Change
Amendments to these By-laws 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. Amendments to these Bylaws may be initiated by the Board of Directors or by petition to the Board of Directors signed by 25 Individual Members of the Institute or 10 Council Representatives. Amendments must be approved by a majority vote of the Board of Directors. Clarifies Amendments language.

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ARTICLE XIV. General Prohibitions (No Proposed Changes)

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

Section 1. The Institute shall be organized and operated exclusively for scientific and educational purposes in accordance with the public interest;

Section 2. 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 3. No substantial part of the activities of the Institute shall consist of carrying on propaganda, or otherwise attempting to influence legislation;

Section 4. 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 5. The Institute shall not be organized or operated for profit;

Section 6. The Institute shall not:

    A. Lend any part of its income or corpus, without the receipt of adequate security or reasonable rate of interest to;

    B. Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered to;

    C. Make any part of its services available on a preferential basis to;

    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;

    F. 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 6 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.

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