ESA Constitution

Constitution

Article 1. Name. The name of this Society is the Ecological Society of America, Incorporated.

Article 2. Purpose. The purpose of this Society shall be (1) to promote ecological science by improving communication among ecologists through publication of journals and holding meetings, (2) to raise the public’s level of awareness of the importance of ecological science and ensure the continuing supply of new ecologists through educational and outreach activities, (3) to increase the resources available for the conduct of ecological science through efforts of the membership in both the private and public sectors, and (4) to ensure the appropriate use of ecological science in environmental decision-making by enhancing communication between the ecological community and policy-makers at all levels of government and the private sector.

Article 3. Membership. The membership of this Society shall consist of persons and institutions interested in ecology and in the promotion of ecological research. The following classes of members shall be recognized: Regular members, Student members, Life members, Emeritus members, and Institutional members. Student membership is available to any undergraduate or graduate student formally enrolled in a degree program. Any member who is retired and who has thirty years of continuous membership shall be eligible for Emeritus membership. Change of status of membership may be effected at any time by the payment of appropriate dues. Membership may be terminated by direct request, failure to pay dues, or action of the Governing Board.

Article 4. Officers and Elections. The officers are the President, the Vice President for Science, the Vice President for Public Affairs, the Vice President for Finance, the Vice President for Education and Human Resources, and the Secretary.

The President serves consecutive one-year terms as President-elect, President, and Past President. A member may hold the office of President for only one term, in addition to such time as may be served filling the office following the death or resignation of a President.

The Vice Presidents and the Secretary serve three-year terms and are eligible for reelection for up to one additional term. The terms of the Vice Presidents and the Secretary shall be overlapping so that no more than two of these officers shall normally be elected in any given year.
The officers and other positions filled by Society elections shall be selected by mail ballot. The official terms of the officers commence with the close of the Annual Meeting and continue until their successors assume office. Only Regular, Student, and Life members are eligible to hold office in the Society. No employee or member of the immediate family of an employee of the Society may be nominated for or hold elected office within the Society.

The Nominations Committee shall serve for one year and consist of the Past President as Chair, the three Members-at-Large of the Governing Board and three additional members of the Society appointed by the President. The Committee shall submit to the Secretary a list of at least two candidates for each position to be filled. Names of the candidates shall be announced in the Bulletin Additional nominations may be made in writing to the Secretary by any twenty-five members eligible to hold office in the Society.
The Secretary shall prepare and mail ballots to the voting membership, tabulate and record the votes, notify the candidates for office and the Governing Board of the election results, and publish the results in the Bulletin. Regular, Student, Life, and Emeritus members only are entitled to vote in mail ballots. In the event of a tie vote for any office, the Secretary shall poll the members of the Council by mail to resolve the tie.

If for any reason the President is unable to carry out the duties of the office, the position shall be filled by the President-elect. If the President-elect is also unable to serve, the position shall be filled by the Past President. Vacancies in the other offices may be filled until the next election by vote of the Governing Board. An officer may be removed from office by a petition signed by three quarters of the members of the Council.

Article 5. Governing Board. The Governing Board shall consist of the President, the President-elect, the Past President, the four Vice Presidents, the Secretary, and three Members-at-Large.

The three Governing Board Members-at-Large shall be elected by the voting membership for two-year terms, with generally no more than two being elected in any one year.

The President chairs the Governing Board and the Council and presides at their meetings. In the President’s absence, the President-elect presides; if the President-elect is also not present, the Past President presides, and if the Past President is also not present, the Governing Board shall elect a Chair from among those members of the Governing Board who are present.

The Governing Board is the governing body of the Society. It shall meet during the Annual Meeting of the Society and at such other times as necessary to conduct the affairs of the Society. The Governing Board is empowered to act on behalf of the Society on all matters except (a) final approval of the budget and setting dues, (b) final approval of changes in the Constitution or Bylaws, (c) creation and dissolution of Sections and Chapters and (d) any matters expressly forbidden or assigned exclusively to Council or the general membership in the Constitution or Bylaws of the Society. Its additional responsibilities include, but are not limited to, (a) consideration of proposals from any member of the Society, (b) receipt of and action on reports from the Officers, the Executive Director, the Sections, the Chapters and the Committees of the Society, and (c) designation of the time and place of the Annual Meeting. It has the authority to hire and fire all employees of the Society.

Between meetings, the Governing Board may vote by mail ballot. On request of three members, the Secretary shall send each member of the Governing Board pertinent information about matters of concern. An absolute majority vote of the Governing Board membership is required for the passage of any act by mail ballot.
The Governing Board shall publish annually in the Bulletin (a) the results of the past year’s operation, (b) the present financial position of the Society, (c) the budget for the current fiscal year, and
(d) other matters of concern to the Society.

The President, President-elect, or the Governing Board may authorize the appointment of such special committees as may be deemed necessary to conduct the work of the Society. Each special committee shall present a report to the Council at the Annual Meeting.

Article 6. Council. The Council consists of the members of the Governing Board plus the Chairs of the Sections and Chapters, Chairs of standing committees and the Chair of the Board of Professional Certification. The Editors-in-Chief of the Society journals are non-voting, ex officio members of Council. The Chair of a section or chapter who is unable to attend a Council meeting may designate another member of the Section or Chapter Executive Committee to serve as the Section or Chapter representative to Council, and the Chair of a standing committee who is unable to attend the Council meeting may appoint another member of the Committee to act as the Committee representative to Council. The Society shall hold at least one regularly scheduled Council meeting each calendar year. The actions of the Governing Board and the Council shall be reported to the membership through minutes published in the Bulletin.

The primary meeting of Council at the Annual Meeting is open to the general membership. During this meeting, the Council receives (1) the reports of the President, Executive Director and Secretary, (2) the Vice Presidential reports on the activities within their areas of oversight including the activities of standing committees they oversee, (3) special committee reports, and (4) Section and Chapter reports. Reports to Council must be submitted in written form, and may also be presented in oral form if so requested or approved by the President or Council. The Council receives member-submitted items and votes on significant policy matters as forwarded by the Governing Board. During this meeting the Council discusses and approves the budget of the Society, including changes in dues and journal subscription rates, approves the establishment and dissolution of Sections and Chapters, and approves changes in the Bylaws.

Article 7. Dues. Annual dues are established by a majority vote of the Council. Emeritus members and Life members are exempt from payment of dues and have the right to purchase the journals of the Society at a cost equal to or less than that of regular members, as set by the Governing Board.

Article 8. Membership Participation. Any member of the Society may raise an issue or appeal a decision of the Governing Board by placing a matter before the Council for discussion. The Secretary shall solicit in the Bulletin items to place on the agenda of the Council meeting, and shall distribute the agenda to Council members in advance of the meeting.
Members may, by submission of a petition signed by at least fifty voting members of the Society, request that an item proposed by a member of the Society during the Council meeting be voted on as an Initiative by the full Society membership by mail ballot. The results of such ballots shall be published in the Bulletin and reported to Council at its next meeting for appropriate action.

Article 9. Publications. The publications of the Society shall include journals, the Bulletin, and such other publications as the Governing Board may authorize. Reports on the Business of the Society shall be published in the Bulletin. The Managing Editor for the Society journals, and an Editor-in-Chief for each Society journal, shall be selected and periodically evaluated by the Governing Board.

Article 10. Sections and Chapters. Sections may be organized to promote the various special interests of the Membership. Chapters may be organized on a regional basis to encourage interest in the field of ecology and to enhance communication among ecologists regionally and between the parent Society and its members. Each Section and Chapter must be approved by vote of the Council. Each Section and Chapter shall be represented on the Council by its Chair or another elected officer as designated by the Chair, elect its own officers, and present an annual report on its activities to the Council. Each Section
and Chapter shall be governed as specified in a set of bylaws approved by the Governing Board of the Society. Membership in Sections and Chapters is limited to members of the Society. In the event that a Section or Chapter is inactive for two or more years, the Secretary of the Society shall notify the Governing Board and Council. A Section or Chapter may be discontinued by action of the Council.

Article 11. Amendments. This Constitution may be amended by a two-thirds majority of those members of the Society voting in a mail ballot. A ballot on a constitutional amendment must be held as part of the next annual election when requested by a two-thirds vote of the Council or by petition of at least five percent of the membership eligible to vote in an election.

Article 12. Bylaws. The Council may enact bylaws that interpret and implement this Constitution. Such bylaws may be adopted, amended, or repealed by a two-thirds majority of those voting at an annual meeting of the Council, or by a two-thirds vote of the Council in a mail ballot, provided that in either case notice of the proposed action shall have been sent to each voting member of the Council, or presented at an annual meeting of the Council, at least two months and not more than fifteen months before the vote.

Article 13. Incorporation. The Society shall be incorporated as a non-stock, non-profit organization.

Article 14. Limitation. The Society shall not have or exercise any power or authority, nor shall it directly or indirectly engage in any activity, which would prevent it from qualifying as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be mended (“Code”), or cause it to lose such status, or carry on any activity not permitted to be carried on by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.

Article 15. General Prohibitions. Notwithstanding any provision of the Constitution or Bylaws that might be susceptible to a contrary interpretation:

  1. the Ecological Society of America shall be organized and operated exclusively for scientific and educational purposes within the meaning of Section 501(c)(3) of the Code;
  2. no part of the net earnings of the Ecological Society of America shall, or may, under any circumstances inure to the benefit of, or be distributed to, any individual or other private persons, except to the extent that the Society may present merit-based awards, grants, or fellowships that are consistent with the objectives of the Society as described in Article 2;
  3. no substantial part of the activities of the Ecological Society of America shall consist of carrying on propaganda, or otherwise attempting to influence legislation except as otherwise permitted by Section 501(c)(3) of the Code;
  4. the Ecological Society of America shall not participate in, or intervene in (including the publishing or distributing of statements concerning) political campaigns on behalf of (or in opposition to) any candidates for public office;
  5. the Ecological Society of America shall not be organized for profit;

the Ecological Society of America shall not:

  1. lend any part of its income or corpus without the receipt of adequate security and a reasonable rate of interest;
  2. pay any compensation in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered;
  3. make any part of its services available on preferential bases;
  4. make any purchase of securities or any other property for more than adequate consideration in money or money’s worth;
  5. sell any securities or other property for less than adequate consideration in money or money’s worth;
  6. engage in any other transaction that results in substantial diversion of its income or corpus to any officer, employee, member of the Council, or substantial contributor to the Society.

Article 16. Distribution upon Dissolution. In the event of dissolution or final liquidation of Ecological Society of America, all of the remaining assets and property shall, after paying or making provision for the payment of all of the liabilities and obligations of Ecological Society of America and for necessary expenses thereof be distributed to such organization or organizations organized and operated exclusively for charitable, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code as the Council shall determine. In no event shall any of such assets or property be distributed to any individual member, director, or officer or any private individual.