Article I
Name, Purpose, Emblem
Section 1. The name of this organization shall be the Western Society of
Malacologists, hereinafter referred to as the Society. (a) No provision in
these By-laws shall be interpreted as superseding or abridging any provisions
in the Articles of Incorporation of the Society.
Section 2. The general purpose and powers of this Society shall be to be
organized and operated exclusively for educational and scientific purposes
and more particularly to promote the study of Malacology and Invertebrate
Zoology through the encouragement of research and the dissemination of educational
material, by both lectures and publications, to persons interested in said
science, and to further the interests of members and non-members alike
in the study of mollusks and invertebrate organisms in general by promoting
acquaintance and cooperation among them, and by encouraging publication of
scientific papers.
Section 3. The emblem of the Society shall be a representation of the shell
of Astraea undosa (Wood, 1828).
Article II
Membership
Section 1. Classes of Membership. There shall be the
following classes of membership: Charter Members; Regular Members; Student
Members; and Honorary Members.
(a) Any person may become a Charter Member by the Payment of $5.00 until 23 September 1968, at which time the Charter Membership shall be closed.
(b) A Regular Member in good standing shall be any person whose
dues are currently paid in full, and who pledges agreement to abide by the
Articles and By-laws of the Society.
(c) A Student Member shall be any person enrolled in a University, College,
or other recognized school of learning, whose dues are currently paid in full
and who pledges agreement to abide by the Articles and By-laws of the
Society. Student Members shall not be eligible to hold any elective office
in the Society, but may vote at regular and special meetings of the membership.
(d) Honorary Membership may be conferred upon a person because of his achievement
of great merit or outstanding contribution to Malacology in general, or to
the Society in particular. The number of Honorary Members in the Society shall
be limited to five per cent of the general membership in good standing at
the time of election to Honorary Membership.
Honorary Members may be proposed by any member of the Executive Board,
or in writing by not less than 5 members in good standing, with documentation.
The President shall appoint a committee of 3 disinterested persons to investigate
the merit of the nomination. Upon the favorable report of said committee a
secret ballot shall be had among the Board; a 2/3 majority shall be required
for affirmative action. If the ballot is favorable, the President shall appoint
a committee to prepare the required for affirmative action. If the ballot
is favorable, the President shall appoint a committee to prepare the ceremonial
presentation of the Honorary Membership. Honorary Members shall not be liable
for dues, and shall not be entitled to vote on affairs of the Society.
(e) Membership is not transferable, and ceases upon death of the member.
(f) A member may be deprived of membership in the Society for acts or behavior
detrimental to the Society or its objectives. The Executive Board shall investigate
charges brought to its attention; if said detrimental acts are confirmed,
the accused shall be automatically dismissed from the Society.
Section 2. Institutions. Institutions may join
the Society as Regular Members, entitling them to receive all publications,
but they shall have no vote.
Article III
Dues
Section 1. Dues. Annual membership dues will be set
by the Executive Board and confirmed by a majority vote of members present
at the annual business meeting.
(a) Dues for the ensuing calendar year are payable annually during the
month of January; if dues are not paid by I April the member shall be delinquent
and shall lose all rights and privileges and will be considered a member not
in good standing; his name shall be stricken from the membership rolls.
(b)
Dues for Student Members shall be 40% of the, dues for regular membership.
Section 2. Assessments. No assessments of any kind
shall be levied for any reason at any time, aside from the annual dues.
Section 3. Annual Meeting Costs. In the handling
of the annual meetings of the Society, the intention shall be to cover all
legitimate expenses by any or all of the following means: a registration fee
to be paid by 0 who attend the annual meeting either full or part time, except
Honorary Members and officially invited guests, in an amount established by
the President after consultation with the Treasurer and the Auditing Committee;
by dues, or by monies available to the Society by other legal means.
Article IV
Officers
Section 1. Officers. The elected officers of
the Society shall be a President; a First Vice-President; a Second Vice-President;
a Secretary and a Treasurer.
(a) The terms for these offices shall normally be for one year, beginning
one month after election which shall be held at the annual meeting of the
general membership. No elected officer shall succeed himself, except that
the offices of Treasurer and Secretary may be held by the incumbents for a
period not to exceed five (5) years.
(b) Appointed officers and committees serve at the pleasure of the President;
it is within his power to remove any such officers and committee members for
any reason whatsoever.
(c) If an elected officer fails to fulfill the duties of his office or
if he performs his duty in a manner that will reflect unfavorably upon the
Society or its objectives he may be recalled. A special election shall be
called by the President of the Society at the next meeting of the general
membership, such special election to be announced, together with the reasons
thereof, to the regular members in writing at least two weeks in advance of
the meeting. A secret ballot shall be held and a two-thirds majority
vote may remove the accused officer from his office. The Nominating committee
shall put in nomination another member's name to: be approved by unanimous
vote of the Executive Board remaining, to serve out the rest of the term.
A person thus removed from office shall not have his name put in nomination
for any office.
Section 2. Duties of Officers. The officers shall
perform the usual duties of their offices.
(a) The President shall preside at annual
meetings and be generally responsible for the activities of the Society. He
shall appoint a Nominating Committee and such other committees as he deems
desirable. At the end of his term of office he shall appoint an Auditing Committee,
and may appoint a Mentor-Parliamentarian to serve during the term of
his successor. The President shall be guided, additionally, by the policies
contained in the Officer's Manual.
(b) The First Vice-President shall act for the
President if the latter is unable to serve after all preliminary organizing
of the annual meeting has been completed.
(c) The Second Vice-President shall
assume all responsibility for organizing an annual meeting of the Society
if the President-elect, for any reason, should become unable to assume
the duties of his office at any time before the meeting has been organized.
He shall thereby succeed to the office and title of President of the Society.
(d) The Secretary shall take all minutes
of the Executive Board and Business meetings, transcribe them as promptly
as possible and transmit copies of the President (for review) and to the Mentor-Parliamentarian,
if one has been appointed (for his permanent record). The Secretary shall
also take such notes during annual meetings as may be appropriate, and handle
all necessary correspondence, as directed by the President or otherwise required,
keep the other members of the Executive Board informed on matters that concern
them, and maintain the records of the Society. The Secretary shall be guided,
additionally, by the policies contained in the Officers' Manual.
(e) An Assistant Secretary may be appointed by the
Secretary to assist in the regular duties of the office and the promotion
of the annual meeting, but will not be considered a member of the Executive
Board, and need not be a member of the Society.
(f) The Treasurer shall be responsible for
handling and recording all incoming and outgoing funds of the Society, subject
to the approval of the Auditing Committee of any unprecedented or unusual
expenditure. He shall maintain an up-to-date list of all members
of the Society in good standing.
(g) At the annual meeting of the Executive Board and at the annual membership
meeting the Treasurer shall submit a financial report on the general Society
fund. Within thirty (30) days after the annual meeting the Treasurer shall
prepare a financial report, in triplicate, of the general Society fund and
all other funds handled during the annual meeting, and shall submit this report
to the Auditing Committee for approval, and to the outgoing President for
signature and transmittal of one copy of the newly elected President, one
copy shall be filed in the Treasurer's Handbook, and one copy shall be transmitted
to the Mentor-Parliamentarian for his permanent file. This shall constitute
a final financial report, including all monetary transactions of the Society
during his term of office. The Treasurer shall be guided, additionally, by
the policies and procedures contained in the Officers' Manual.
(h) An Assistant Treasurer may be appointed by the
Treasurer to assist in the regular duties of the office and in handling the
affairs of the annual meeting, but will not be considered a member of the
Executive Board, and need not be a member of the Society.
(i) An Mentor-Parliamentarian may
be appointed by the outgoing President; he will be an ex officio member of
the Executive Board, without vote. The Mentor-Parliamentarian will serve
in an advisory capacity to incoming officers and committees on questions relating
to the By-laws, and to procedures and policies as reflected in the Minutes
and other records of the Society. The same person may be reappointed to this
position by subsequent Presidents.
Section 3. Each elected Officer shall maintain and pass on to this successor
a Manual enumerating the duties of his office, policies of the Society affecting
their accomplishment, and other information and procedures designed to enable
complete and consistent performance of the duties of the office concerned.
Article V
Executive Board
Section 1. The Executive Board. The administration
of the affairs of the Society shall be vested in the Executive Board, which
shall consist of the currently elected officers, two Members-at-Large
to be elected from among the general membership, and the three most recent
Past Presidents of the Society, although the presence of the latter three
may be optional. All the preceding shall be entitled to one vote each if in
attendance, or in any and all mail polls of the Board.
(a) Vacancies among the current officers shall be filled through appointment
by the President, from the regular membership.
(b) No person shall be an Executive Board member who has not been a member
in good standing of the Society for at least one immediately preceding year.
(c) The Executive Board shall meet annually during the Society's annual
meeting, prior to the regular business meeting, and at such other times as
called by the President, or as agreed upon by a majority of the Executive
Board members. Insofar as possible, matters requiring action in between the
Society's annual meetings shall be handled through a mail poll of the Executive
Board by the President.
(d) A quorum shall consist of three members holding elective office.
(e) The Executive Board shall decide on all matters involving policy unless
otherwise specifically provided for in the By-laws, but its decisions
are subject to ratification by a majority vote of the Society's members in
good standing at the annual meeting.
(f) The Executive Board shall set the time and place of the next subsequent
annual meeting.
Article VI
Committees
Section 1. Standing Committees shall be the Nominating
Committee and the Auditing Committee, both
of which shall be appointed by the President.
Section 2. Nominating Committee. At least one candidate
for each office shall be nominated by a Nominating Committee of three, appointed
by the President from the list of Past Presidents. 'Me committee shall present
its slate of nominations at the annual business meeting. Additional nominations
may be made from the floor of the annual business meeting, and consent to
serve, if elected, may be secured from the nominee at that time. Elections
may be by a majority vote, but if there is more than one candidate for office,
a majority vote by written ballot will determine the election.
(a) No candidates shall be nominated without prior consultation as to their
willingness to serve if elected.
(b) If a written ballot is required, the President shall appoint a Tally
Committee, apart from the nominees, to count ballots and certify the result.
Section 3. The Auditing Committee shall consist of
three qualified members of the Society, appointed by the outgoing President.
It shall be the primary duty of this committee to consider any unprecedented
or unusual expenditures, and ascertain the legality, or advisability, or both,
and authorize or refuse authorization of such payment by the Treasurer. This
committee shall receive and approve all financial reports prepared by the
Treasurer.
Article VII
Meetings
Section 1. Meetings of the general membership may be held at the call of the President or upon written application of at least twenty (20) regular members of the Society. In any event, a minimum of one regularly scheduled meeting of the general membership shall be held each year, at a time and place selected by majority vote of the attending membership at the general meeting next preceding.
Section 2. In the case of meetings of the general membership other than
the regularly scheduled annual meeting, the Secretary will, at least thirty
days in advance of the date scheduled for the special meeting, advise the
regular membership of the purpose, date, time and place of such meeting. Any
application by the membership for a special meeting to be held must state
the purpose for which it is requested.
Section 3. At the regularly scheduled annual meeting of the general membership,
a quorum shall consist of ten percent (10%) of the regular members attending
the meeting, but not of less than three such members.
Section 4. At special meetings called either by the President or at the
request of twenty or more of the regular members, 9-quorum shall consist
of 10% of the then current regular membership.
Section 5. At any meeting of the regular membership called to consider
dissolution and fiscal termination of the Society, a quorum shall consist
of seventy-five percent (75%) of the then current regular membership
plus one regular member. In lieu of this meeting, a mail ballot may be substituted,
with a majority vote consisting of at least seventy-five percent (75%)
of the then current regular membership being regarded as also representing
a legitimate quorum.
Section 6. Meetings of the Executive Board shall be held as provided in
Article V of these By-laws.
Section 7. The conduct of all meetings of the Society and of the Executive
Board shall be governed by Roberts' Rules of Order,
the Articles of Incorporation, these By-laws, and the law of the United
States of America.
Article VIII
Fiscal Policies
Section 1. The fiscal year of the Society shall begin
I January and terminate the following 31 December, annually. Termination of
the first fiscal year of the Society shall be at the close of the 31 December
next following completion of incorporation and registration with the State
of California.
Section 2. No expenditure may be incurred nor any -financial obligation
assumed on behalf of the Society by any member, committee, or office of the
Society, without the express approval of the Auditing Committee.
Section 3. Should dissolution of the Society be considered, a written ballot
shall be requested by the President. A three-fourths majority vote of
the entire then current regular membership by written ballot shall dissolve
the Society. Any funds or any other assets belonging to or accruing to the
Society after all just claims against the Society shall have been satisfied,
shall be transferred to a selected fund, foundation or corporation organized
solely for educational and scientific purposes as now defined under Section
501 (c) (3) of the Internal Revenue Code of 1954, such selection to be made
by the then voting regular members.
Section 4. Prior to requesting a vote on dissolution of the Society, the
President shall appoint a Committee of five regular members of the Society
to select a proposed listing of no less than thee and no more than five funds,
foundations, or corporations as defined in the next preceding paragraph, and
these shall be listed on the ballot distributed for vote on dissolution. Each
regular member shall be entitled to vote for one of the listed organizations,
and a simple plurality shall prevail.
Section 5. All persons or corporations extending credit to, contracting
with or having any claim against the corporation or the Executive Board shall
look only to the funds and property of the corporation for payment of any
such contract or claim or for the payment of any debt, damage, judgment or
decree, or any other money that may otherwise become due or payable to them
from the corporation or the Executive Board, so that neither the members of
the Society, the Executive Board, or Officers, present or future, shall be
personally liable therefore. Under no circumstances shall the Society, its
property, officers or members be responsible for any debts, damages or liabilities
of any kind or nature, incurred or sustained, unless proper prior approval
has been established as provided in these By-laws.
Article IX
Amendments of By-laws
Section 1. Amendments. Proposals for amendments
or deletions of or additions to the By-laws of the Society may be made by
the Executive Board or by ten percent of the general membership in good standing.
Upon receipt of a proposed amendment or addition, the President shall appoint
a special committee to study such proposals and to ascertain that such proposals
are not in conflict with the interests and objectives of the Society and that
they are not in violation of the provisions of the Non-Profit Corporation
Act of the State of California; this special committee shall also draft the
amendment or addition for presentation to the general membership. The membership
shall be notified in writing of the intended amendment or addition, at least
fifteen days before meeting, the fifteen days to be counted beginning 24 hours
after the notice shall have been deposited in the United States Mail. A two-thirds
majority vote of the regular members in good standing present shall be necessary
to adopt such amendment, provided that there is a quorum as specified in Article
V (d) in these By-laws.
Section 2. No provision in the By-laws shall he interpreted as superseding
or abridging any provisions in the Articles of Incorporation of the Society.
Article X
Award of Honor
Section 1. Award of Honor. An Honor Award is hereby
established, to be conferred in recognition of outstanding accomplishments
or contributions in the fields of Conchology and Malacology.
(a) Membership in the Society shall not be a requirement for the Honor
Award.
(b) No more than one such award shall be conferred in any one year, nor
shall one necessarily be conferred each year.
(c) Nominations for an award. accompanied by suitable documentation, shall
be submitted in writing to the Executive Board, signed by not less than five
Society members in good standing, at least one month before the scheduled
Society meeting at which the award is to be conferred; nominations may also
be presented by any member of the Executive Board. The Executive Board shall
ballot by mail on the nomination, and a simple majority affirmative vote of
the Board shall be sufficient for adoption of the nomination.
(d) The Award shall consist of a diploma of merit, and shall be signed
by the President and the Secretary.
(e) The President shall appoint a committee to take the necessary steps
to prepare the Diploma for presentation.
Article XI
Publications
Section 1. Editor. An editor is to be appointed
by the President, subject to approval by the Executive Board. The editor shall,
in turn, appoint an Editorial Board, including such assistants as he deems
necessary to carry out his duties and to review the content of full-length
papers as specified in Section 3.
Section
2. Publications.
(a) The editor shall arrange to have published an Annual Report based
on the proceedings of the Society's annual meeting, including a summary of
the actions taken at the Society's Annual Business and Executive Board meetings,
a report from the Treasurer, and such abstracts and full-length papers
as the Editorial Board deems appropriate.
(b) The editor may arrange to have published such other material as serve
the purposes of the Society, subject to approval by the Executive Board.
Section 3. Technical Review. When full-length
papers are included in the Annual Report or other of the
Society's publications, they are to be reviewed by two technically qualified
members of the Editorial Board in addition to the editor.