Constitution and Bylaws

CONSTITUTION OF SOCIETY FOR THE STUDY OF EVOLUTION, INC.

Adopted December 29, 1946, Boston; Revised December 29, 1947; December 27, 1949; October 15, 1953; April 8, 1955; September 2, 1958; November 27, 1959; April 28, December 29, 1960; August 1, 1961; August 19, 1965; June 20, October 1, 1968; June 21, 1985; January 1, 1986; January 1, 1991; January 1, 1992; June 20, 1998; June 23, 1999; January 1, 2000; June 23, 2006; March 1, 2007; February 15, 2009; June 12, 2009; July 7, 2016; January 1, 2018; January 1, 2020; September 29, 2020; December 11, 2020; May 9, 2022; November 22, 2022; January 1, 2024

CONSTITUTION

Article 1. The organization shall be called "Society for the Study of Evolution, Inc" and referred to as the “Society.”

Article 2. The object of the Society shall be the promotion of the study of biological  evolution and the integration of various fields of science concerned with evolution.

Article 3. The Society has voting Members with rights and privileges as specified in the Bylaws. 

Article 4. The officers of the Society shall include President, President-Elect, Past President, Executive Vice-President, two Vice-Presidents, Secretary, Treasurer, and Editor-in-Chief of the journal Evolution. Officers and offices shall be elected or appointed according to the Bylaws for the Society.

Article 5. Governance and management of the Society shall be vested in a board of directors known as the “Council.”

Article 6. The time and place of the annual meeting of the Society shall be determined by the Council.

Article 7. Amendments to the Constitution may be proposed in writing by any member to the Secretary, who shall submit them to the Council for consideration and vote. Such proposed amendments as have been approved by the Council shall be submitted to the members for a vote and may be adopted by a favorable vote of the majority of the members voting. 

Article 8. The fiscal year, tax year of the corporation, and terms of office are January 1 to December 31 unless otherwise specified in the Bylaws.

Article 9. The Society shall have no capital stock. No member shall be entitled to receive as dividends, profits, or otherwise, any property or money derived from the operation of said Society, but all property earnings and income of the Society, after the payment of necessary charges and expenses of operations, shall be used exclusively to carry out the scientific and educational purposes of the Society as expressed in Article 2 of the Constitution.

Article 10. SSE solicits and accepts gifts for purposes that will help the organization further and fulfill its mission. SSE will not accept gifts that (a) would result in the society violating its corporate charter, (b) would result in the society losing its status as an IRC § 501(c)(3) not-for-profit organization, (c) are too difficult or too expensive to administer in relation to their value, (d) would result in any unacceptable consequences for SSE, or (e) are for purposes outside SSE’s mission. Decisions on the restrictive nature of a gift, and its acceptance or refusal, shall be made by the Council.

 
BYLAWS 

ARTICLE I. PURPOSE  

Section 1. Purpose. The purposes of the Society for the Study of Evolution, Inc. (the “Society” hereafter) are exclusively those allowed for organizations defined under §501(c)(3) of the United States Internal Revenue Code. Within these limits, the purposes of the Society include the promotion of the study of organic evolution and the integration of the various fields of science concerned with evolution.

Section 2. Vision. The Society aspires to advance knowledge of evolutionary biology for the benefit of science and society and to cultivate and support a global community of evolutionary biologists.
 
Section 3. Mission. The Society promotes evolutionary biology research, education, application, outreach, and community building in an equitable and globally inclusive manner.

ARTICLE II. MEMBERS

Section 1. Membership. Any person who is interested in the study of evolution, who supports the purpose and mission of the Society, and who upholds the Society's values, is eligible for membership. 

Section 2. Member Categories. The Council may, by resolution, establish, eliminate, or define categories of membership. All categories of membership include electronic access to the journal of the Society (Evolution), the right to vote in Society elections, and all other privileges of membership. Membership categories may include: Student, Postdoc, K–12 Educator, Emeritus, Family, Regular, and Life. Members may belong to more than one category. 

Section 3. Powers and Purpose of Members. Members have the power to vote for Society Council members and Officers. Members do not have the power to make or approve the Society budget or take actions reserved for the Council or Officers. Members attend the Annual Meeting and the Annual Business Meeting. Some membership categories may have special or exclusive membership rights. The purpose of the Membership is to participate in Society-sponsored activities and opportunities, engage as an academic community, and participate in elections.

Section 4. Selection of Members. Membership shall be automatically approved following a determination that the applicant has paid any required dues, agrees to uphold the Society's Code of Ethics, and satisfies any other qualifications required for membership. 

Section 5.  Records of Members. The Secretary shall ensure that the Society maintains a current and formal record of the names, contact information, and status of Members.

Section 6. Conduct of Members. The Council may define general or specific standards of professional and personal conduct that all Members or other participants are expected to respect, honor, and model, when involved in Society meetings, business, initiatives, or any other activity. These standards shall include a Society Code of Ethics and a Meetings Code of Conduct, together with such enforcement policies as deemed appropriate.

Section 7. Suspension or Removal of Members. A Member may be suspended or expelled from the Society for serious misconduct that adversely affects the interests or reputation of the Society, violations of the Society Code of Ethics, or for any other reason. Suspended Members may be reinstated through an application to the Ethics Review Committee that satisfactorily explains reasons for reinstatement.

Section 8. Resignation of Members. Any member may resign at any time by sending or delivering a written resignation to the Secretary. Prorated dues may not be refunded.

Section 9. Dues. Annual dues shall be determined by the Council and will include a subscription to the journal Evolution. Payment shall be due January 1. Members who have not paid their dues by January 1 shall be dropped from the rolls. The dues for Life membership shall be twenty (20) times the Regular membership rate.

ARTICLE III. COUNCIL

Section 1. Council Members and Purpose. The Council (a “board of directors” in operation, responsibility, and authority) shall be the managing and governing body of the Society. The Council shall determine matters of publication policy, formulate and modify program rules, fill temporary vacancies among officers, appoint Editors and Associate Editors of Evolution, set and approve the annual budget, review expenditures, and conduct other business as required.

Section 2. Qualifications of Council Members and Composition of the Council. Nominees for positions on the Council must have demonstrated a commitment to the mission and purposes of the Society and a commitment to uphold the Society's Code of Ethics. There shall be two classifications of Council Member (also known as “Councilor”): Member-Elected Councilor and Council-Appointed Councilor. No individual shall simultaneously hold two Member-Elected positions on Council. In the event that a sitting elected Council Member is elected to a second position, their prior position will be considered vacant. Member-Elected Councilors shall be eligible for re-election one year after vacating their previous position. 

Section 3. Number of Voting Council Members. The voting members of Council shall consist of the Officers (Article IV), up to nine (9) at-large Member-Elected Councilors, and two (2) Council-Appointed Councilors represented by the Chair and Past-Chair of the SSE Graduate Student Advisory Committee (GSAC). 

Section 4. Terms. At-large Member-Elected Councilors serve three-year terms. Councilors assume office on January 1. Unless they resign or are removed from office, the Council may authorize Councilors to remain in office until their successors are properly elected, designated, or appointed, for up to a maximum period of one term. Member-Elected Councilor terms are staggered such that a maximum of three Councilors are on the Members’ annual ballot.

Section 5. Selection of Voting Council Members. Society Members elect the at-large Councilors and Officers (Art. IV). Elections are held annually and include Officer or Member-Elected Councilor seats due to become vacant at the end of the calendar year. Election slates are developed by the Nominating Committee (Art. VI) and approved by the Council. All members in good standing at the time of the issuing of ballots shall be eligible to vote. In the event that an election for Councilor results in a tie for winner, the three Presidents presiding before the election (President, President-Elect, Past-President) shall decide upon the outcome between the two top vote-getters by majority vote. The Council annually appoints the GSAC Chair-Elect as a Non-voting Advisor and as the successor to the current GSAC Chair. 

Section 6. Removal of Council Members. Any Member-Elected Councilor may be removed with or without cause by a Society Members’ vote or by the Council on the recommendation of the Ethics Review Committee. Proper notice of a Society Members’ vote must be given in advance, as required for an annual membership meeting, or for a regular meeting of the voting members, or as required for a special meeting of the voting members, whichever is appropriate, stating that the removal of a Councilor is to be considered. The Council may remove any Councilor appointed by the Council. When a Councilor is removed, any Society office held by that Councilor is immediately vacated.

Section 7. Resignation of Voting Council Members. A Voting Council Member may resign at any time. The resignation of a Councilor must be in writing and be delivered to the Council, a President, or the Secretary. Once delivered, a notice of resignation is irrevocable. When a Councilor resigns, any Society office held by that Councilor is immediately vacated.

Section 8. Filling Vacancies on Voting Council. In the event of a vacancy on Council that will have a duration of more than one year, the Nominating Committee may be charged with nominating one or two candidates to fill the vacant position and serve as interim for the remainder of the term. This interim appointment will then be made by majority vote of Council and will begin immediately following the appointment. For vacancies that will have a duration of less than one year, the position on Council may remain vacant if so agreed by majority vote of the Council.

Section 9Quorum for Conducting Council Business. At all meetings of the Council, the presence or participation by phone or other conference communication forum, of a quorum, which is at least two thirds of the number of voting Council members (which does not include Non-Voting Advisors) in office immediately before the meeting begins, is necessary to allow the transaction of corporate business or the making of corporate decisions. Non-Voting Advisors do not count toward the number needed for a quorum nor are they counted in the quorum. 

Section 10. Decision-Making and Voting by Council. The Council must diligently and conscientiously attempt to make decisions by consensus. They must employ all standard consensus practices and techniques including the expression and careful consideration of minority views. Consensus decisions must be recorded in the written minutes. When a consensus apparently cannot be achieved, any Councilor may request and require that a vote be taken. 

Decisions that are not obtained by consensus require a clearly stated motion by a Voting Councilor (a Member-Elected Councilor or a Council-Appointed Councilor), a second by a Voting Councilor, and a vote by the Voting Councilors that must be recorded in the written minutes. Each member of the Voting Council will have one vote. At the request of any Voting Councilor, the names will be recorded in the minutes of each Councilor who voted for, voted against, or abstained on a particular motion. Non-Voting Advisors may participate in discussion, but do not make motions, second, or vote on any Council motions. 

The three Presidents break ties when they arise in any Council vote, reaching a decision through discussion amongst themselves and a vote, if necessary. Ties in these Presidential votes withdraws the motion.

Section 11. Proxy Voting. Proxy voting is not allowed at any meeting of the Council or as part of reaching any decision of the Council.

Section 12. Telephonic and Video Meetings. Realtime meetings may be held by telephone, video teleconference, or other distance method, so long as all participating Councilors may simultaneously hear and speak with each other. A Councilor participating in such a meeting is deemed present for purposes of a quorum.  

Section 13. Decisions Without Meetings. The Voting Council may make any decision or take any action within its power without a meeting through a written resolution that sets forth the action so taken. The resolution is effective when a majority of the voting Councilors have voted in the affirmative. The resolution may be sent or transmitted by any medium in which a written record of the resolution, its recipients and their votes is retained. 

Section 14. Voting Council Meetings. The Voting Council must meet at least two times per year, and shall strive to do this by meeting at least once every six months or so. One of these meetings should take place during the annual membership meeting. Only Voting Council Members, Non-voting Advisors, and others invited by the President may attend Council meetings. The President chairs Council meetings. Council meeting minutes are not published and are only open to current and future Councilors. A President-approved summary of Council decisions may be published following the meeting.

Section 15. Notice of Council Meetings. Notice must be given to every Councilor of every meeting of the Council, stating the date, time, and location (physical or electronic) of the meeting, and the purpose of the meeting if so required by law or these Bylaws. The notice must be given not less than seven days in advance of the meeting and can be delivered by telephone, in person, mail, email, text, fax or any other acknowledged contact provided by the Councilor.

After the initial notice is given of the schedule for a single or series of regular Council meetings, which will occur at a fixed time and place (physical or electronic), no further separate notice is required for each of those meetings. The Council may, by resolution, establish or change the dates of regularly scheduled Council meetings, with proper notice given to all Councilors.

Section 16. Waiver of Notice. Any Councilor may waive the right to receive full advance notice of any meeting. Waivers of notice must be in writing, signed by the person entitled to notice, and must be given to the Secretary to be placed in the corporate records. Waivers may be signed before or after the meeting has taken place. The attendance of a Councilor at any meeting without specific objection to the notice constitutes a waiver of the full notice of that meeting.

Section 17.  Authority of Council Members. No Councilor, Officer, staff member, or representative may communicate or act on behalf of the Society without specific or general authorization by the Council.

Section 18. Conduct of Council Members. Councilors must discharge their duty of loyalty and their duty of diligence in good faith with the care an ordinarily prudent person in a similar position would exercise under similar circumstances and in a manner the Councilor reasonably believes to be in the best interest of the Society. Councilors are also subject to the same personal and professional conduct expectations and directives as Members. Content of any Council discussion should not be shared outside the Council without permission. 

ARTICLE IV. OFFICERS AND OTHER OFFICES

Section 1. Officers. Officers are members of the Council and hold a Member-Elected Councilor or Council-Appointed Councilor seat. The Officers are Members of the Society and must carry out policies and decisions as directed by the Council. The Officers include President, President-Elect, Retiring Past-President, Executive Vice-President, North American Vice-President, Non-North American Vice-President, Secretary, Treasurer, and Editor-in-Chief of Evolution. The same person may not hold more than one office simultaneously. 

Section 2. Other Offices. Other appointed offices of the Society may carry out duties as directed by the Council. Other offices may include Committee Chairs, Non-Voting Advisors, staff, or contractors. Other office assignments are made by the Council and serve at the pleasure of the Council. The Council may determine definition and specification for any office, including term, Society privileges, and Council meeting participation.

Section 3. Terms. Council Officer terms are three (3) years except for President-Elect, President, Past-President, all of which have one (1) year terms and the North American and Non-North American Vice-Presidents, both of which have staggered two (2) year terms. Official terms shall commence on 1 January of the year following the election, except that the term of the Editor-in-Chief for Evolution shall commence at the next Annual Meeting of the Council following their selection. The President-Elect shall be elected annually, and shall automatically become the President for the next year; similarly, the President automatically becomes the Past-President in the year following their term. The North American and Non-North American Vice-Presidents shall be elected biennially and are eligible for the same office one year after the expiration of their previous term. The Executive Vice-President, Secretary, Treasurer, and Editor-in-Chief shall be elected for terms of three (3) years and may be re-elected. Terms for Executive Vice-President, Secretary, and Treasurer are staggered such that no two are elected in the same year. 

Section 4. Selection. As they are a class of Councilors, Officers are elected in the annual Councilor election per Article III Section 5. 

The Council may create and fill any other office (see Article IV Section 2). But nomination of the candidate for the position of Editor-in-Chief of Evolution is the responsibility of a special-purpose ad hoc committee consisting of the President plus one member of the Evolution Editorial Board and one member of the Council (both appointed by the President). The Editor-in-Chief of Evolution shall be elected by the Council by secret ballot prior to January 1 of the year of editorial transition.

Section 5. Officer Vacancies and Rules of Succession. If any office (except President) of the Society becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, see Article III Section 8. 

If the office of President becomes vacant, the position shall be filled by the President-Elect, who shall serve as President for the remainder of the current term and the following term as Past-President. If no President-Elect is available to fill a vacant President’s office, Council must appoint one within thirty (30) days of the Presidential vacancy.

If the office of Editor-in-Chief of Evolution is vacant, the three Presidents (past, acting, and president-elect) shall appoint an acting Editor-in-Chief until a successor is chosen according to Article IV Section 4. 

Section 6. Officer and Other Office Duties.

President – The president is the principal officer of the organization and will, in general, supervise or oversee the supervision of all of the affairs of the organization.  The president generally will preside at all meetings of the Council, unless the Council selects another person to preside. The president will also perform other duties as may be assigned by the Council.  The president may serve as an ex-officio member of any committee. The President shall preside at scientific sessions, at the business and Council meetings, and shall appoint such committees as directed by the Council or prescribed by the Constitution and Bylaws. It shall be the privilege of the President to plan and arrange one symposium to be held at the annual meeting of the Society. The President also assists the Executive Vice-President and the Council in planning other symposia, including those to be co-sponsored by the Society in collaboration with other societies. The President cooperates with the President-Elect and Past-President in leading the Council and Society planning. The President appoints one new member of the three-member Nominating Committee each year. The President appoints members of the Education and Outreach Committee, Hamilton Award Committee, Diversity Committee, Public Policy Committee, and Finance Committee.

President-Elect – Cooperates with the other two “presidents” in leading the Council and Society planning. In the absence of the President or in the event of the President's inability to act, the President-Elect will perform the duties of the President. The President-Elect, when acting as President, will have all the powers of and is subject to all the restrictions on the President. Appoints members to the Ethics Review Committee, with approval of the Council.

Past-President - Cooperates with other two “presidents” in leading the Council and Society planning. Chairs the Presidents’ Award committee, which, when formulated, consists of the President, Past-President and President-Elect. Serves as chair of the Ethics Review Committee. 

Executive Vice-President - The Executive Vice-President, in consultation with the President, shall be responsible for the administration, management and operation of the Society in accordance with the existing constitution, bylaws and policies. Is responsible for oversight of all business operations, financial management, publishing contracts, and general Society and conference activities. Nominates the next Executive Vice-President. Works with the Joint Meeting Committee in Annual Meeting Planning. Acts as signatory on meeting contracts. Assures that all contracts are approved by the Society’s legal advisor prior to signing. Oversees the Society’s financial books. Shall seek Council approval for expenditures above a Council-defined amount. Shall make a report to the Council at each Annual Meeting of the financials of the preceding fiscal year, an informal interim report for the current fiscal year, and a report of other programs and activities. 

The Executive Vice-President, in conjunction with the Chief Meeting Organizer, shall conduct negotiations for sites for the annual meeting, appoint local committees, and distribute announcements of the meeting to members. The Executive Vice-President is authorized to contract clerical and accounting assistance when necessary.

The Executive Vice-President may receive a stipend during their term in office.

North American Vice-President - May be assigned a variety of tasks by the Council, often associated with award committee oversight. Representative to the Joint Meeting Committee.

Non-North American Vice-President - May be assigned a variety of tasks by the Council, often associated with award committee oversight. Chair of the International Committee.

Secretary - The Secretary will perform or oversee the performance of the following duties: a) record and keep the minutes of the meetings of the members and of the Council and of any committees; b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; c) be custodian of the corporate records; d) keep a register of the mailing address of each Member as provided by such Member; e) ensure that all required state and federal reports are prepared and filed in a timely fashion; and f) perform or oversee all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Council. The secretary may delegate some or all of these tasks but remains responsible for their proper completion.

The Secretary is responsible for communications within the Society, and manages all Society elections and ballots. At least 30-days before any election the Secretary shall send to members the official election slate and any other ballot initiatives. The Secretary shall tabulate the votes, report to the Council, and transmit names of elected officers to the editor of the Journal for publication. The Secretary shall communicate expectations and documents to all entering Council members and committee chairs.The Secretary shall inform committee members that they have been asked to serve on a Standing Committee or a Nominating Committee. Following the nomination of an Editor-in-Chief by the editor’s special nominating committee, the Secretary shall call for a secret ballot of the Council to elect the Editor-in-Chief. The Secretary is authorized to contract for clerical assistance when necessary with approval of the Executive Vice-President. 

The Secretary is responsible for ensuring required reports are supplied to Council members before meetings. 

The Secretary may receive a stipend during their term in office.

Treasurer - The Treasurer will perform or oversee the performance of the following duties: a) be responsible for the proper management and control of all funds of the Society; b) prepare full and accurate financial records on a timely basis of all the income, expenses and assets of the Society; c) present reports at every Council meeting on the financial affairs of the Society; d) provide financial information necessary to prepare and file the required reports to state and federal government agencies, showing the income, disbursements, and assets of the Society; and coordinate with the secretary to prepare a register of current voting Members. The Treasurer may delegate some or all of these tasks but remains responsible for their proper completion.

In consultation with the Executive Vice-President, the Treasurer shall manage the society budget and coordinate payments of invoices, grants, prizes, fees and reimbursements. The Treasurer shall provide a report to the Council one week prior to the annual meeting summarizing the current status of the Society's financial activities. The Treasurer is authorized to contract clerical and accounting assistance when necessary with the permission of the Executive Vice-President. The Treasurer shall submit in advance and present a report on the status of society business at the Annual Meeting.

The Treasurer is Chair of the Finance Committee.

The Treasurer may receive a stipend during their term in office.

Editor-in-Chief - The Editor shall be responsible for the editing and publishing of the Journal of Evolution and for the care of the reserve stock of the publications of the Society. 

The Editor-in-Chief may receive a stipend during their term in office.

Committee Chairs – Committee Chair fill committee seats unless that right is assigned elsewhere. Chairs must act in good faith to execute the committee charge. They report quarterly to the Council

Non-Voting Advisors – Participate in Council meetings. Non-Voting Advisors may serve on committees and be assigned other duties by the Council. Non-Voting Advisors are not counted in Council quorum and do not participate in Council votes.

ARTICLE V. MEMBER MEETINGS AND VOTING

Section 1.  Annual Membership Meeting. There must be an annual meeting of the Members (a.k.a. the business meeting). It will be held at a time and location determined by resolution of the Council. Annual Meetings may be virtual.

Written notice of the Annual Meeting must be sent by mail, e-mail, or other familiar method, to all Members, at the physical and electronic address provided by the Member or as it appears in the Society records, at least thirty (30) days in advance of the meeting. 

At the annual meeting, Members will hear and consider reports from the Council, officers and staff concerning the activities, management and budget of the Society. Members may then vote on any matters for which proper notice was given. The failure to hold an Annual Meeting does not affect the validity of any Society action.

Section 2. Other Membership Meetings. Special meetings may be called by the President with the approval of the Council. 

Section 3. Content of Notice. A single notice sent to the address provided by the Member, at least thirty (30) days in advance of the beginning of a meeting will be sufficient and no further notice is required so long as the meeting date and time which were announced do not change.The notice must contain the date, time, location and, when required, the purpose of the meeting. Notices of special meetings always require a statement of the purpose(s) for which the meeting is called.

Section 4. Waiver of Notice. Any member may waive the right to receive full advance notice of any meeting. Waivers of notice will be in writing, signed by the person entitled to notice, and will be given to the Secretary to be placed in the Society records. Waivers may be signed before or after the meeting has taken place. The attendance of a Member at any meeting without specific objection to improper notice will constitute a waiver of the full notice of that meeting.

Section 5. Record Date. The record date for determining the members entitled to receive notice of a meeting will be the day before the day on which the notice is sent. The record date to determine the members entitled to vote at a member’s meeting will be the date of the meeting.

Section 6. Quorum for Membership Meetings.  A quorum will consist of the presence, participation by conference call, or voting by mail, or email, where that is allowed, of at least 10% percent of the Members. 

Section 7.  Decision-Making by Members. The affirmative vote of at least a majority of the Members present at or participating by conference call, mail or e-mail in a properly called meeting, for which a quorum has been achieved, is necessary and sufficient to make decisions or pass resolutions by the Members, unless a greater proportion is required by law, the Constitution or Bylaws. All decisions require a clearly stated motion, a second, and a vote. All motions, which are successfully adopted, must be recorded in the written minutes.

Section 8. Proxy Voting.  Proxy voting will not be allowed at any meeting of the Members or as part of reaching any decision by the Members. 

Section 9. Voting by Mail, Fax or Email. Unless prohibited or limited by the Constitution or Bylaws, any action which may be taken at any annual, regular or special meeting of the Members may be taken without a meeting if the Society delivers a written (electronic or physical) ballot to every member entitled to vote on the matter, by mail or e-mail, at the address provided by the Member. The written ballot will:  a) set forth each nominee or proposed action; and b) provide an opportunity to vote for each vacant position, and for or against each proposed action. Approval by written ballot will be valid only when the number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action.  The vote is limited to the subject specified on the ballot. 

Section 10. Unless otherwise stated, all decisions shall be by majority vote of those voting, assuming that a quorum is present.

Article VI. COMMITTEES

Section 1. Establishment of Committees. The Council may establish any committee, including Council Committees, Standing Committees, Temporary Committees, or Ad Hoc Committees, by a resolution. Such resolutions must name the committee and the purpose of the committee, must state whether it is a Council committee, an organizational standing committee, or an ad hoc committee, and must state what powers, authority and duties have been delegated to the committee, how the chair of the committee and how the members of the committee will be appointed or elected, and may state what procedures, if any, the committee will use in carrying out its work. Other committees shall be appointed by the President at the authorization of the Council, as the occasion arises.

Section 2. Committee Definitions. Council Committees must consist of two or more Councilors, and must not have any members who are not members of the Council. Standing Committees must consist of at least one Council member and can be populated by Society members and nonmembers. Temporary Committees are populated as Standing Committees and have a maximum existence duration. Ad Hoc Committees are populated by Society members and may include nonmembers. No committee can consist of fewer than two members.

Section 3. Committee Chairs and Terms. Committee chairs are appointed by the Executive Committee. Committee chairs typically serve three (3) year terms.

Section 4. Committee Procedures. All committees submit oral or written reports to the Council twice annually. All committees must follow Society procedures for meetings and activities as defined in these Bylaws. Committees will record minutes of all meetings and file them with the Secretary.

Section 5. Council Committees. The Council may establish Council Committees to which are delegated part of the power of the whole Council to authorize expenditures and draft budgets, policies and programs to be approved by the full Council. Such committees must be established by the affirmative vote of a majority of all Counselors then in Council. Unless otherwise specified, Council Committee meetings will operate with the same quorum and voting requirements as the full board, and will operate according to the procedures of the board as stated in these Bylaws. If any formal decisions or resolutions are voted on at a committee meeting, then the votes and the resolutions so adopted must be recorded in the form of corporate minutes and filed with the Secretary. 

Section 6. Executive Council / Committee. Together, the three “presidents,” as well as the Secretary and Executive VP, form the Executive Council. The Executive Council operates as a Council Committee and has the power to make decisions between Council meetings, including financial and budgetary decisions. The Executive Council must comply with the provisions of the Bylaws concerning the full Council as far as those are reasonably applicable to the Executive Council. All Executive Council decisions must be recorded in official minutes, which will be submitted to the full Council. The Executive Council must make reasonable efforts to inform all Council members of the issues to be dealt with at an Executive Council meeting.

Section 7. Finance Committee. The Finance Committee (a Standing Committee) shall consist of the Treasurer, Executive Vice-President, the past Treasurer, and two additional members of the Society elected for two (2) year terms. The additional members shall be nominated by the President and elected by the Council at the annual meeting of the Society. Proposed major changes in expenditures and/or income should be reviewed by the Finance Committee, following which the committee will make specific recommendations to the Council for its approval.

Section 8. Nominating Committee. The President shall appoint a Nominating Committee (an ad hoc Committee) not less than six months before the election. The Committee shall consist of three members, one appointed each year for a three year term. 

The Nominating Committee shall be chaired by the senior member. It shall be the duty of the Committee, after receiving from the membership proposals for nominations for each office (including vacancies on the Council), to nominate two candidates for each office, except for the offices of Executive Vice-President, Treasurer, and Secretary, for each of which a single nomination shall be made. In selecting candidates, due consideration shall be given to representation of the various fields of interest to the Society. The committee shall transmit its nominations to the Secretary at least three months before the election for Council consideration and approval.

Section 9. Ethics Review Committee and Adjudication Committee. The Ethics Review Committee and Adjudication Committee enforce the Society’s Code of Ethics according to approved procedures. The Ethics Review Committee shall consist of the Past-President (chair) and four Members in good standing appointed by the President-Elect with approval of the Council. The four members will serve for three years each until their successors assume. Successor members will be appointed by the Ethics Review Committee chair or the President-Elect with approval of the Council. As needed, an Adjudication Committee will comprise the Chair and two members of the Ethics Review Committee selected by the Chair after considering any disclosed conflicts of interest.

Section 10. Limitations on Powers. The Council must always have the power to amend, alter, or repeal the decisions of its committees, subject to limitations on the unilateral amending of contracts, interference with third-party rights, and other legal limitations. The Council may dissolve any committee, including temporarily dissolving the Executive Committee. The Council determines at the outset of any committee, and at any intervening time, any committee's authority to make budgets, spend or allocate Society funds, make decisions for the Society, or develop policy.  

ARTICLE VII. MISCELLANEOUS PROVISIONS

Section 1. Non Discrimination.  In the delivery of its services, the Society strives to serve all persons fairly independent of their ethnicity, nationality, place of origin, religion, gender, sexual orientation, marital status, familial status, economic status, age, mental or physical ability, or any other recognized category of personal identity.

Section 2. Annual Financial Review. The Council must require the performance of an internal annual financial review which must involve the services of a trusted person with bookkeeping or accounting skills and knowledge, and which does not rely upon the services of the person who does the financial bookkeeping for the organization, or the person(s) who sign the checks for the organization. This financial review need not be formal, but must at least review and reconcile the checkbook entries, bank statements, deposit slips, receipts and expense documentation. The Council may authorize a full formal audit as necessary.

Section 3. Compensation of Officers, Councilors and other Appointees. Unless specifically defined in these bylaws, no Officer or member of the Council will receive any compensation for fulfilling the responsibilities of a member of the Council or of an Officer as defined in these bylaws. However, the Society may pay compensation to Officers and members of the Council for other services performed as employees or independent contractors as long as the required rules for conflicts of interest are followed. Council members and their relatives who receive regular compensation from the Society must always constitute less than a majority of the Council. Officers and members of the Council may receive reimbursement for actual expenses incurred in the course of fulfilling their responsibilities.

Section 4.  Conflict of Interest. A conflict of interest is always present whenever the Society awards compensation or provides any tangible benefits to an Officer or member of the Council or to a member of a Councilor’s or Officer’s family or dependents. A conflict can also exist when the Society takes an action that results in an indirect benefit to an Officer or Councilor. Conflicts of interest must be disclosed to the Council by the person in conflict as soon as they are aware of them. The Council may then decide to allow the conflict or approve an alternative action that avoids the conflict, or mitigates it. Councilors or Officers for whom a conflict exists must recuse themselves from voting on the matter (a recuser is not counted in the quorum).  The Council must analyze the conflict in sufficient detail to ensure that the management of the conflict of interest is fair to the Society.

All Councilors and Officers must sign a disclosure of all conflicts of interest annually, and update it if that disclosure needs to be changed.

Section 5. Termination of the Corporation (Society). In the event of dissolution or termination of the Society, title to and possession of all the property of the Society shall pass forthwith to such organization, 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, as the Council of the Society shall deem best qualified to carry on the functions of the Society.

Section 6. Publication. The Society shall publish and own a Journal in the field of evolution and such other publications as authorized by the Council. The membership dues include a subscription for the Journal. 

The Editor-in-Chief shall form a Senior Editorial Team consisting of himself/herself as well as two Handling Editors. The Handling Editors are nominated by the Editor-in-Chief, are appointed by a majority vote of council, and serve at the pleasure of the Editor-in-Chief. The term of the Editors coincides with that of the Editor-in-Chief. Editors may serve multiple terms if nominated by the next Editor-in-Chief and reappointed by vote of Council; they may serve immediately following a term as Associate Editor. Only the Editor-in-Chief is a member of Council. If the Editor-in-Chief is unable to attend the annual Council meeting, another member of the Senior Editorial Team may serve as a voting member (proxy) in their stead.

The Senior Editors shall be assisted by editorial assistants and a Board of Associate Editors. Editorial assistants shall be nominated by the Editor-in-Chief, appointed by the Council, and serve at the pleasure of the Editor-in-Chief. Board members shall be nominated by the Editor-in-Chief and appointed by the Council for a term of three (3) years. Retiring Associate Editors are again eligible one year after the expiration of their previous term. Appointees to the Editorial Board should represent the diversity of the membership of the Society, in so far as this is compatible with the acquisition of excellent and committed personnel. 

A Senior Editor or Editor-in-Chief may be removed by a 3/4 vote of Council. Associate Editors can be removed by a more than 4/5 vote of the Senior Editors, Editor-in-Chief, President, and Executive Vice President.

Section 7. Communications. Throughout the Constitution and Bylaws, “mail” refers to postal or electronic correspondence, and “vote” refers to a paper, voice, or electronic vote.

Section 8.  Tax Year.  The tax year of the corporation is January 1 to December 31.


ARTICLE VIII.   AMENDMENTS

Section 1. Amendments. Bylaws may be amended by the Council by majority vote.

Section 2.  Articles of Incorporation, Constitution, and Bylaws.  The majority affirmative vote by the Council is necessary to make, alter, amend or repeal the Articles of Incorporation, Constitution, or the Bylaws.  Quorum requirements apply. Proper written notice must be given in advance to all voting Councilors, including a written copy and written explanation of the proposed amendments.


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