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BYLAWS OF THE AMERICAN SOCIETY OF PLANT TAXONOMISTS
Effective 15 December 2004
Article I. Name and Incorporation
The legal name of this organization is The American Society of Plant Taxonomists, Inc.; it is known as The American Society of Plant Taxonomists (ASPT), hereinafter called the "Society." The Society shall be and was incorporated in the State of Wyoming with Certificate of Incorporation 1996-00311942.
Article II. Purpose and Definition
The Society is organized to foster, encourage, and promote education and research in the field of plant taxonomy, to include those areas and fields of study that contribute to and bear upon taxonomy and herbaria.
Article III. Membership
1. Types of membership. - Any person or corporation interested in the purposes of the Society is eligible for a type of membership as defined below. Libraries and institutions are not eligible for membership but may subscribe to the Society's publications. Persons interested in Individual, Student, Family, Emeritus, or Life membership should apply to the Treasurer, with payment of current annual dues. Corporations may apply for either Corporate Membership or Corporate Sponsorship, also by payment of current annual dues to the Treasurer, as specified below. Emeritus, Corresponding, and Patron Members shall be designated as described below.
A. Individual Members. - Persons who are interested in any aspect of plant taxonomy and who shall pay dues as determined by the Council.
B. Student Members. - Students interested in plant taxonomy and who are enrolled in a degree-granting institution may qualify for student membership at a rate not to exceed one-half the dues of Individual Members, by submitting an application with the endorsement of a faculty advisor.
C. Family Members. - Two individuals in the same household qualify for, and may apply for, Family Membership, which gives benefits of membership to both individuals but with only one subscription to Systematic Botany and the ASPT Newsletter. The rate of their dues is not to exceed one and one-quarter the cost of individual dues.
D. Emeritus Members. - Members who have officially retired from professional duties and have paid dues for 25 years or more, shall, upon application to the Treasurer be granted Emeritus Membership for life. Such members shall receive Systematic Botany and the ASPT Newsletter on annual payment of dues not to exceed three-quarters of the cost of individual memberships.
E. Corresponding Members. - Distinguished foreign scientists whose work has notably advanced plant taxonomy, upon recommendation of the Awards and Honors Committee, approval by the Council, and election by the membership at an annual Corporate Business Meeting, may be designated Corresponding Members for life. The number of Corresponding Members shall not exceed one percent of the Society membership at the time of such recognitions. They shall not pay any dues and shall be entitled to all publications and benefits received by Individual Members.
F. Patrons. - Individuals whose unusually generous gifts have notably assisted the Society in the furtherance of its objectives may be recognized by the Council as Patrons for life. They shall not pay any dues and shall be entitled to all publications and benefits received by Individual Members.
G. Life Members. - Individuals are granted membership for life upon payment of $1000; a Family life membership is granted upon payment of $1250.
H. Corporate Membership/Sponsorship. - Any corporation wishing to affiliate itself with the Society may apply for Corporate Membership or Corporate Sponsorship. Dues for a Corporate membership are $500.00 per year while dues for a Corporate Sponsorship are $1,000.00 per year. Corporate Members and Sponsors will be listed in each issue of Systematic Botany and are entitled to all publications and benefits received by individual members. Corporate Sponsors will be granted up to one free page per year of advertising space in the Society's Directory.
2. Rights. - All members in good standing shall have full and equal voting rights, the right to participate in any membership function, and shall receive the Society's publications as specified in these Bylaws or, when unspecified, at a cost determined by the Council.
3. Resignation. - Resignation from membership shall be sent in writing to the Treasurer. A member who resigns while in good standing may reapply. Upon resumption of membership such members will retain their former membership status and accumulated years of membership.
Article IV. Officers and Council
1. Officers. - The elected officers of the Society shall be the President, President-Elect, and Past President. The appointed officers shall be the Secretary, Program Director, Treasurer, and Editors of Systematic Botany, Systematic Botany Monographs, and ASPT Newsletter.
2. Council. - The Council shall consist of the President, President-Elect, Past President, Secretary, Program Director, Treasurer, Editor of Systematic Botany, Editor of Systematic Botany Monographs, Editor of ASPT Newsletter, and six members-at-large elected from the membership of the Society. Appointed officers are non-voting members of the Council; however they may offer and second motions at Council Meetings.
3. Terms of Office. - Official terms of office after election or appointment shall commence on 1 September. The President-Elect shall serve for one year and then shall serve for an additional two years, one year as President and one year as Past President. The newly elected members-at-large of the Council shall serve for three years. The appointed officers shall serve for three years and shall be eligible for reappointment. Reappointment after five years shall be by approval of a two-thirds majority of the Council.
4. Vacancies and absences. - In the event of a vacancy in the office of President, the President-Elect shall vacate that office and serve the unexpired presidential term, followed by the regular one-year term. In the event of a vacancy in the office of President-Elect, the Council, at its discretion, shall call for a special election or leave the office vacant until filled at the next annual election. In the event of a vacancy in the office of Past President, the President, with the approval of the Council, will act to assure that the functions of the Past President are carried out. Any vacancy occurring among the members-at-large of the Council shall be filled by Presidential appointment, with the approval of the Council, until the vacancy can be filled at the next annual election. Any vacancy among the appointed officers shall be filled immediately by the President with the approval of the Council. Elected members of the Council who cannot attend a duly scheduled meeting may designate a proxy, in a letter addressed to the President, or failing this, the President shall appoint a member to act as proxy.
Article V. Duties of Officers and Members-at-Large of the Council
1. President. - The President shall preside at all meetings of the Society and of the Council and shall be a voting member. The President shall represent the Society on all appropriate occasions and shall make such appointments, subject to approval of the Council, as are necessary and appropriate. The President shall report on the affairs of the Society at the annual Corporate Meeting and shall report to the membership by letter on (a) the past year's operation, (b) the present financial position of the Society, (c) the budget for the next fiscal year, and (d) other matters of concern to the Society. The President shall be an ex officio member of all Committees. Other duties of the President are specified in Articles VI, VII, VIII, and XIII.
2. President-Elect. - The President-Elect shall serve as a voting member of the Council and shall assume the duties of the President in the absence (for vacancy, see Article IV, 4) of the President. It is the duty of the President-Elect to make appointments to Committees, local representative for the annual meeting, representatives to AAAS, AIBS, ASC, and any appointed offices prior to the annual meeting and submit these to the Council for approval. The President-Elect shall deliver the address at the annual dinner.
3. Past President. - The Past President shall serve as a voting member of the Council and shall chair the Nominations Committee.
4. Secretary. - The Secretary, a non-voting member of the Council, shall attend the meetings of the Council and of the Society and keep the record of proceedings in official minutes, shall send all required ballots (see Article VII, 1), minutes of Corporate Meetings, announcements, and other communications to the membership; shall maintain close contact with all Committees and shall report annually to the Council. The Secretary shall keep on file a copy of the Certificate of Incorporation and shall comply with its requirements for good standing; the Secretary shall be responsible for communicating records of the Society to its official Archives, and serve as a member of the Editorial Committee of the ASPT Newsletter.
5. Program Director. - The Program Director, a non-voting member of the council, shall arrange the scientific program for the annual meeting, and make arrangements for the Council meeting and the annual corporate meeting, coordinating these activities with the program directors of other societies that may be participating in the annual meeting. The Program Director shall present to the Council for its approval any proposed symposia or colloquia for the following year.
6. Treasurer. - The Treasurer, a non-voting member of the Council, is the chief fiscal management officer of the Society and is responsible for the development of fiscal policy and long-term fiscal planning. The Treasurer shall be responsible for the Society's funds, and shall keep the financial records of the Society. All funds, securities, and other investments of the Society shall be deposited in the name of the Society in recognized financial institutions. The Treasurer shall be responsible for handling the routine financial and membership aspects of the Society's affairs, the receipt and disbursement of all Society funds (except those for which other provisions have been made), including those for the costs of publication. The Treasurer shall have charge of billing and receipt of dues, receive applications of new members, and maintain all necessary mailing lists. The Treasurer shall submit an annual financial report for the past year and Budget for the coming year to the Council and Society at their annual Meetings. Upon assuming office the Treasurer shall be bonded. The Treasurer shall submit the financial records of the Society for examination by a certified public accountant in even-numbered years.
7. Editor of Systematic Botany. - The Editor of Systematic Botany, a non-voting member of the Council, is responsible for the editorial policy, editing, and timely publication of this official publication of the Society. Subject to approval by the Council, the Editor may appoint a Managing Editor whose duties will be specified by the Editor. The Editor of Systematic Botany shall chair the Editorial Committee of Systematic Botany and shall serve, ex officio, on the Editorial Committees of Systematic Botany Monographs and the ASPT Newsletter. The Editor and Managing Editor serve 4-years terms, at the pleasure of the Council.
8. Editor of Systematic Botany Monographs. - The Editor of Systematic Botany Monographs, a non-voting member of the Council, is responsible for editorial policy, editing, and timely publication of this official publication of the Society. The Editor of Systematic Botany Monographs shall chair the Editorial committee of Systematic Botany Monographs and shall serve, ex officio, on the Editorial Committees of Systematic Botany and the ASPT Newsletter.
9. Editor of ASPT Newsletter. - The Editor of ASPT Newsletter, a non-voting member of the Council, is responsible for the editorial policy, editing, and timely publication of this official publication of the Society.
10. Councilors. - The elected members-at-large of the Council shall serve as voting members of the Council during their terms of office (for duties of the Council see Article VI, 1).
11. Business Manager. - The Business Manager shall supervise or carry out policies and directives of the Council. The Business Manager shall carry out assignments of tasks and duties to facilitate the work of especially the President, Secretary, and Treasurer, and also of Society Committees on occasion, and make such reports, recommendations, and suggestions to the Council as shall be judged to be for the benefit of the business of the Society.
Article VI. Management and Meetings
1. Council duties. - The Council shall be the managing body of the Society, with decisions determined by majority vote except as otherwise specified in these Bylaws. The Council shall be responsible for matters of policy and procedure in all actions taken between annual Corporate Meetings. It shall have jurisdiction over finances and publications. It shall approve appointments by the President or President-Elect of Appointed Officers and Committee chairs and members. The Council shall determine the duties of the Committees beyond those outlined in these Bylaws. It shall receive and act on the annual Budget prepared by the Treasurer. It shall consider proposals from any member of the Society.
2. Council meetings. - The President (or, if absent, the President-Elect) shall chair the Council and shall preside at the meetings, and if neither person is present, the Council shall elect the Chair from among those present. The annual meeting of the Council shall be held in conjunction with the annual Corporate Meeting of the Society. Additional meetings may be held at the call of the President at any other time and place. Two-thirds of the voting members of the Council, in person or by proxy, shall constitute a quorum. All Committee members shall be eligible to attend Council meetings. The President may also invite additional attendants.
3. Changing Council actions. - The actions of the Council may be amended at the annual Corporate Meeting of the Society by a two-thirds majority of the members present.
4. Council activities between meetings. - On request of the President, the Secretary shall send to each member of the Council pertinent information about matters of concern. Between annual Corporate Meetings, the Council may vote by mail ballot, telephone or other appropriate electronic medium with subsequent confirmation in writing, on matters deemed by the President to require immediate action. Objection by three voting members shall defer action to the next Council meeting.
5. Corporate meetings. - The Society shall hold an annual Corporate Meeting, the time and place of which shall be determined by the Council. In an emergency, as determined by a two-thirds majority of the Council, the annual Corporate Meeting may be canceled. The annual Corporate Meeting shall consist of a Scientific Program, an Annual Dinner, and a Corporate Business Meeting. Special meetings may be called at the discretion of the Council. Due notice of the place, date, and hour of every Corporate Meeting shall be given by mail at least 45 days before such meeting. Five percent of the membership of the Society shall constitute a quorum.
6. Resolutions. - Any member may offer a resolution to be moved, seconded, amended, debated, and voted upon at the annual Corporate Meeting. If the resolution shall amount to an amendment to these Bylaws, or is in apparent violation of them, and thus affects the management of the Society, action must be postponed until the next annual corporate meeting, and the resolution distributed to the membership at least 60 days before that meeting.
Article VII. Elections and Appointments to Office and Nominations
1. Elections. - The President-Elect and members-at-large of the Council shall be elected by Society members in an annual election conducted by mail ballot. The Nominations Committee shall nominate two eligible members of the Society for the Office of the President-Elect and each vacancy among the members-at-large of the Council. The Committee shall solicit nominations from the membership in the fall via newsletter or letter. In selecting nominees the Committee shall give due consideration to equitable representation of the geographic distribution of the membership and its interests in various aspects of plant taxonomy. The Committee Chair shall submit the Committee’s report to the President for ratification by the Council. Nominees must certify by letter or e-mail message their willingness to stand for election. The Secretary shall mail ballots and a brief biographical sketch of each candidate to the membership in the spring of the year and shall allow one month for the return of the ballot, the due date being stated on the ballot. The Secretary shall tabulate and record the votes and shall notify the candidates for office and the Council of the election results, announce the results at the annual meeting, and publish them in Systematic Botany. Candidates for Council member-at-large vacancies, should there be more than two vacancies, shall be ranked by length of term, the candidates with the highest number of votes taking the longest vacancies until all vacancies are filled. Ties will be resolved by the Council.
2. Appointments. - The appointed officers shall be appointed by the President or President-Elect with approval by the Council. It shall obtain the written consent to serve from all nominees before their names are placed on the ballot.
3. Eligibility. - A nominee or appointee for office must have been a Society member for at least one year prior to nomination or appointment and must be willing to stand for election or to serve if appointed. No elected officer or member-at-large of the Council shall be eligible for re-election to the same office.
Article VIII. Committees
1. Standing committees. - The Society shall maintain the following standing Committees, by appointment of the President-Elect with approval of the Council, as described below. The Committees shall be provided with such needed financial support, to be designated in the Budget, as the funds of The Society may warrant. Committee appointments are for a term of two years except where otherwise specified or implied, beginning on 1 September. Committee members shall be eligible for reappointment except in cases noted below. All Committees shall be advisory in character and shall report to and act under the direction of the President with the advice of the Council.
A. Nominations. - The Nominations Committee shall consist of the Past President or designated replacement as the Chair and four other members, no more than one of whom shall be appointed for a second consecutive term. The Nominations Committee shall be responsible for nominations for the offices of President-Elect and members-at-large of the Council.
B. Awards and Honors. - The Awards and Honors Committee shall consist of three members, two of whom shall be elected members of the Council. The Chair shall be one of the Council members, and will receive applications or nominations for all awards. The term of the Committee members who are also Council members shall be for two years and shall be staggered such that one member is new in each year. The "at large" member shall serve one year. No more than two members of the Committee shall serve in successive years. No one may serve a second term on the Committee until three years have elapsed since prior service. The Committee may annually make selections for the following: 1) The Asa Gray Award, subject to confirmation by the Council; 2) The Peter H. Raven Scientific Outreach Award, subject to confirmation by the Council; 3) Corresponding Membership in the Society, subject to ratification by the Council and election by the membership at the annual corporate meeting; 4) other such awards as may be approved by the Council may include (but are not limited to) 1) the George R. Cooley Award and 2) Graduate Student Research Awards. The Nominator for the Asa Gray Award and the Peter Raven Award shall be responsible for preparing biographical statements on the Awardee for presentation at the annual banquet and for publication in Systematic Botany, and the Committee shall prepare information on Corresponding Members for publication in Systematic Botany; the three members shall serve as judges for the Cooley Award and the chair of the Committee will appoint additional judges for the Cooley Award at the Annual Meeting as necessary.
C. Environment and Public Policy. - The Environment and Public Policy Committee shall consist of three members, selected for broad geographical representation. Each member shall be appointed for a three-year term, one retiring each year. Normally, the member serving his or her third year shall preside as the Chair of the Committee. The Committee shall be responsible for formulating environmental and public policies and resolutions, keeping the Society informed on such matters, and helping the President represent the Society in these areas.
D. Publicity. - The Publicity Committee shall consist of three members. Each member shall be appointed for a three-year term, one retiring each year. Normally, the member serving his or her third year shall preside as Chair of the Committee. The Committee shall bring to public attention the importance of plant taxonomy, publicize significant events and accomplishments in the field, and promote interest in membership in the Society.
E. Systematic Botany. - The Systematic Botany Editorial Committee shall consist of the Editor of Systematic Botany as the Chair, the Editor of Systematic Botany Monographs and the Managing Editor of Systematic Botany, both ex officio members, and 10-12 Associate Editors, each serving a four-year term, with two or three new members appointed each year.
F. Systematic Botany Monographs. - The Systematic Botany Monographs Editorial Committee shall consist of the Editor of Systematic Botany Monographs as the Chair, the Editor of Systematic Botany, ex officio, and eight Associate Editors, each serving a four-year term, with two new members appointed each year.
G. Systematic Collections. - The Systematic Collections Committee shall consist of three members, the Chair of which shall be the representative to the Association of Systematics Collections. Each member shall be appointed for a three-year term, one retiring each year. Normally, the member serving his or her third year shall preside as Chair of the Committee. The Committee shall be responsible for informing the Society on matters of interest concerning systematic collections, helping provide a liaison with other societies concerned with systematic collections, and obtaining and publishing information about systematic collections when necessary.
H. Website. – The Website Committee shall consist of three members: the Webmaster, with a five-year term, and two additional members, with staggered two-year terms. The Webmaster shall serve as the Chair of the Committee, and shall be responsible for maintenance of the ASPT Website. The Committee shall oversee the development and content of the Website, and shall advise the Society on matters of Website policy.
I. Finance. The Finance Committee shall consist of three members with staggered three-year terms; the ASPT Treasurer will serve as an ex officio member of the committee. The Committee shall advise the Council on matters of fiscal policy and will oversee the Society's financial affairs, including implementation of investment strategy as approved by Council.
2. Ad hoc committees. - Special ad hoc committees may be authorized by the Council when necessary. Such committees shall be appointed by the President or President-Elect, with approval by the Council, for one-year terms. The Council shall annually review the need for each special Committee and may authorize its continuance or dissolution.
Article IX. Finances
1. Dues. - Annual dues depend upon type of membership. They shall be determined, on advice of the Treasurer and recommendation of the Council, by majority vote of those members present at an annual Corporate Meeting. Dues shall be payable in advance by 1 January of each year. Notification of established dues shall be included in the Secretary's fall mailing and reported in the ASPT Newsletter. Dues notices will be mailed by the Treasurer by 1 November.
2. Arrears. - Members whose dues have not been paid by 1 January are in arrears and shall be sent notification of delinquency by the Treasurer by 15 February. If their dues have not been paid by 1 April they shall be automatically terminated from membership in the Society. Terminated members may rejoin and shall retain their former membership status and accumulated years of membership, but shall not be eligible for the Society's publications at the cost to members for the period during which membership lapsed.
3. Budget. - An annual Budget, which outlines the major categories of expenditure for the next calendar year, shall be prepared by the Treasurer, in consultation with the President. It shall be submitted to the Council for approval before the annual Corporate Meeting or not later than 1 September. Financial obligations beyond the actual unencumbered content of the Treasury shall not be incurred.
4. Gifts. - The Society, at the discretion of the Council, may accept gifts and bequests (see Article III, 1, F).
Article X. Publications
The official publications of the Society shall include Systematic Botany, Systematic Botany Monographs, and the ASPT Newsletter. The Council may authorize other publications within the needs and resources of the Society.
Article XI. Awards
1. Asa Gray Award. - The Asa Gray Award may be bestowed annually by the Society upon an individual for outstanding accomplishments pertinent to the goals of the Society. The awardee need not be a member of the Society. The awardee shall be recognized at the Annual Dinner and in Systematic Botany (see Article VIII, 1, B).
2. Peter H. Raven Scientific Outreach Award. - The Peter H. Raven Scientific Outreach Award may be bestowed annually by the Society upon a plant systematist for exceptional outreach activities that advance the public's understanding of plant systematic work and its value to society, and promote the discipline of plant systematics. The awardee shall be recognized at the Annual Dinner and in Systematic Botany.
3. George R. Cooley Award. - The George R. Cooley Award may be bestowed annually by the Society upon a botanist in the early stages of his/her career who is judged to have presented the best paper in plant systematics at the Annual Meeting. Members of ASPT who are graduate students or in their first five years post conferral of the Ph.D. are eligible. Excellent talks presenting research that is substantially complete, synthetic, and original have been received positively by Cooley Award judges. The research presented, even if collaborative, should be significantly that of the eligible individual, who will be the senior author in most cases. Only one talk per person may be judged in each annual competition, and an individual may win the award only once.
4. Other Awards. - Other awards may be made by the Society, as determined by the Council (see also Articles III, 1, E and VIII, 1, B).
Article XII. Affiliation
The Council may arrange for the Society to be affiliated with or to have representation to appropriate societies or organizations, provided that the Society retains its individuality. Societies and organizations with which the Society may be affiliated or represented shall have relevance to plant taxonomy. The Society is a member society of the American Institute of Biological Sciences (AIBS) and is an affiliate society of the American Association for the Advancement of Science (AAAS) and the Association of Systematics Collections (ASC).
Article XIII. Amendments
Amendments to these Bylaws may be proposed in writing by any member or ad hoc Bylaws Committee of the Society to the President, who shall submit them to the Council for consideration and vote. Proposed amendments that have been approved by two-thirds majority of the Council shall be submitted to the membership for vote by mail. Approval by a majority of the membership returning ballots within 45 days of mailing is required for adoption of proposed amendments.
Article XIV. General Prohibition
Notwithstanding any provision of these Bylaws which might be susceptible to a contrary construction:
1. The Society shall be organized and operated exclusively for educational and scientific purposes.
2. No part of the assets of the Society shall, or may under any circumstances, inure to the private benefit of any member, officer, or individual.
3. No substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation.
4. The Society shall not participate in, or intervene in (including the publishing or distributing of statements), political campaigns on behalf of any candidates for public office.
5. The Society shall not be organized or operated for profit.
6. The Society shall not:
a) lend any part of its income or corpus, without the receipt of security and a 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 preferential bases, to;
d) make any purchase of securities or any other property, for more than adequate consideration on money or money's worth from, to;
e) sell any securities or other property for less than adequate consideration in money or money's worth to; or
f) engage in any other transactions that result in a substantial diversion of its income or corpus to any member, officer, member of the Council, or substantial contributor to the Society.
The prohibitions contained in this subsection (6) do not mean to imply that the Society may make such loans, payments, sales or purchases from or to anyone else, unless such authority be given or implied by other provisions of these Bylaws.
Article XV. Distribution on Dissolution
Upon dissolution of the Society, the Council shall distribute the assets and accrued income to one or more organizations as determined by the Council, but which shall be dedicated to similar purposes and qualified for exemption under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or under such successor provision of the Code as may be in effect at the time of the Society's dissolution or termination, and which shall meet the limitations presented in Article XIV, immediately preceding.