*BYLAWS OF THE AMERICAN
CHEMICAL SOCIETY’S
NEW YORK
SECTION, INC.
[As of Dec 20, 2002]
Name and
Objects
(1) This
organization, a corporation organized for educational purposes and not for
pecuniary profit and constituting a Section of the American Chemical Society,
hereinafter referred to as the “SOCIETY”, shall be known as American Chemical
Society’s New York Section, Inc., hereinafter referred to as the “Section.”
(2) The
objects of the Section shall be those of the SOCIETY as stated in the
Constitution of the SOCIETY.
(3) The
objects of the Section are the encouragement and advancement of chemistry in
all its branches through meetings, reports, discussions, and publications
designed to promote scientific interests and inquiry.
Territory and
Headquarters
(1) The
territory of the Section, originally the area within fifty miles of the New
York City Hall, is now defined as follows:
The counties of Bronx, Kings, Nassau, New York,
Queens, Richmond, Rockland, Suffolk, and Westchester in New York and the area
lying east of the Hackensack River and east of Newark Bay in New Jersey.
(2) The
mailing address of the Section shall be the office of the Manager, which shall
be maintained within the territory of the Section, although not necessarily in
New York City.
Regulations
Accepted
The Constitution, Bylaws, and Regulations of the
SOCIETY, insofar as they apply to the affairs of the Section, and the
provisions of the Certificate of Incorporation of the Section are accepted as
binding upon the Section.
Membership
(1) Members
of the Section shall be MEMBERS and ASSOCIATE MEMBERS of the SOCIETY whose
addresses on file with the SOCIETY are within the territory of the Section,
subject to exceptions in conformity with the Constitution and Bylaws of the
SOCIETY. ASSOCIATE MEMBERS of the SOCIETY shall be entitled to all the
privileges of membership in the Section, including that of voting for and
holding an elective position of the Section, voting on articles of
incorporation and bylaws for the Section, and serving as a member of its Board
of Directors. ASSOCIATE MEMBERS shall not hold the position of Councilor or
Alternate Councilor.
(2) Local
Section Affiliates are not members of the SOCIETY. To be eligible for admission
as Local Section Affiliates, applicants must have, to the satisfaction of the
Board of Directors, a substantial interest in chemistry or related fields and
activities consistent with the objects of the Section. They may be admitted to
affiliation with the New York Section on written recommendation of two members
of the Section and the approval of the Board of Directors or of a special
committee appointed by the Chair. Local Section Affiliates shall be entitled to
all privileges of membership in the Section, save that of voting for or holding
an elective position of the Section, voting on articles of incorporation and
bylaws for the Section or serving as a member of its Board of Directors. Local
Section Affiliates shall not represent themselves as members of the Section or
of the SOCIETY. Any Local Section Affiliate may be dismissed from the Section
for cause by majority vote of the Board of Directors at the conclusion of any
year of the affiliation with the Section. Local Section Affiliates may
affiliate with any Subsection or Group authorized herein.
(3) The
rolls of the Section shall include those National Affiliates whose addresses on
file with the SOCIETY are within the territory of the Section, subject to
exceptions in conformity with the Constitution and Bylaws of the SOCIETY.
National Affiliates shall have such rights and privileges as are accorded them
by the Constitution and Bylaws of the SOCIETY. National Affiliates may not vote
for or hold an elective position of the Section, vote on articles of
incorporation and bylaws of the Section, or serve as a member of its Board of
Directors. National Affiliates may affiliate with any Subsection or Group
authorized herein.
Organization
(1) Officials
of the Section shall be the officers, Directors, Councilors, and Alternate
Councilors.
(2) Officers
of the Section shall be the Chair, Chair-Elect, Secretary, and Treasurer.
(3) There
shall be a Board of Directors constituted of the officers, the Councilors, the
Immediate Past Chair, if still a member of the Section, one representative from
each Subsection, Topical Group, and Group of permanent status and in good
standing, and Directors-at-Large sufficient in number to total an odd number of
Directors, with a minimum of two and a maximum of three Directors-at-Large. The
Manager of the Section is appointed annually by the Chair after consultation
with the Executive Committee and approval by the Board of Directors, The
Manager shall be an ex officio member of the Board of Directors, without vote.
(4) Councilors
and Alternate Councilors shall be determined in number to meet the allotment of
the SOCIETY to the Section.
(5) The
Board of Directors shall have authority to appoint an Assistant Secretary
and/or an Assistant Treasurer to assist the Secretary and/or Treasurer in their
duties. These persons shall serve for terms determined by the Board of
Directors and shall not be deemed officials of the Section by virtue of these
appointments.
(6) There
shall be an Executive Committee constituted of the officers of the Section and
the most recent available Past Chair.
Nominations
and Elections
(1) There
shall be a Nominating Committee constituted of a minimum of seven four members,
the Chair, two most recent, available Past Chairs, the Chairs of the
Subsections and Topical Discussion Groups, and the Chair-Elect. The Chair-Elect
shall serve as nonvoting Chair of the Nominating Committee.
(2) The
Nominating Committee shall submit a minimum of two nominees for Chair-Elect; a
minimum of one nominee each for the other elective officers; and a number of
nominees for Councilor/Alternate Councilor at least twice the number of
Councilor openings to be filled. The Committee shall report its nominations to
the Board of Directors by February 15. Other nominations for these positions
may be made by petition, provided such nominations are in writing, signed by at
least one percent of the membership of the Section, no more than one-third of
the petitioners having a Section mailing address in a single county of the
Section, and received by the Secretary by March 1. The willingness of each
nominee, including petition nominees, to serve if elected shall be determined
in advance of the balloting. The list of nominees shall be published in the May
issue of the INDICATOR.
(3) Election
of officers and Councilors/Alternate Councilors from nominations so made shall
be by mail ballots sent to all members in April or May. The candidate for each
officer position who receives the largest number of votes for that office shall
be declared elected. The candidates for Councilor/Alternate Councilor receiving
the highest numbers of votes, up to the number of Councilors to be elected,
shall be declared elected Councilors. The candidates receiving the next highest
numbers of votes, up to the number of vacancies in Alternate Councilors for the
succeeding calendar year, shall be declared elected Alternate Councilors.
(4) The
ballot shall list all candidates in random order, such order to be determined
by lot. The ballot may indicate each candidate who is an officer of the Section
or of the SOCIETY or a member of an elected or standing committee of the
Council or a SOCIETY committee. The ballot may be accompanied by biographical
sketches of the candidates. Members shall be instructed to vote for a stated
number of candidates. The ballots shall be returned in a plain envelope marked
“Ballot”, enclosed in another envelope bearing the member’s legible signature
either on the outside or on a separate slip of paper inside the return
envelope. The ballot shall be mailed in time to be received by the Manager on
or before May 30. A period of at least three weeks must be provided between the
date of mailing of the ballots to the members and the deadline for their return
to the Manager. The Manager shall deliver, unopened, to the Tellers all ballots
received by the deadline. Tellers who are not themselves candidates for
election shall be appointed by the Chair. The Tellers shall use the list of
members provided by the Secretary to verify eligibility of all those voting;
any ballot envelope not so validated shall be rejected. Ballots having votes
for more than the proper number of candidates or not returned as instructed or
by the stated date shall be invalid. The Tellers shall count the votes on the
valid ballots and certify the results to the Secretary on or before June 30.
All dates in this section may be subject to change by the Board of Directors
when circumstances require change.
(5) In
case of a tie vote for any position elected in accordance with these bylaws,
the Board of Directors shall make the final selection from those tied.
(6) In
case there are more than two candidates for the office of Chair-Elect and no
candidate receives a majority of the ballots cast in the election, a new ballot
for Chair-Elect shall be prepared and mailed to all members of the Section,
listing only the two candidates receiving the largest number of votes in the
first election. The candidate receiving the majority of votes cast in this
second election shall be considered elected.
Terms of
Officials
(1) Officers
and Directors of the Section shall assume office on January 1 following their
election. Officers of the Section shall hold their office for a term of one
year, except that the offices of Secretary and Treasurer may be held for terms
of two years each if so identified at the time of election. The terms of
Secretary and Treasurer shall be limited to three consecutive two-year terms.
(2) The
Chair-Elect at the end of the term shall succeed to the office of Chair.
(3) Councilors
and Alternate Councilors shall assume their offices on January 1, following
their election. Their terms shall be three years each.
Vacancies
(1) A
vacancy during the term of any elected position shall be considered to arise
through resignation, death, illness, or other condition that renders service
impossible. A vacancy shall also exist if there is a failure of such elected
person to qualify or to continue to qualify as a member of the Section.
(2) In
case of a vacancy in the office of Chair, the Chair-Elect shall assume the
added duties of the Chair for the unexpired term. In such case, both a Chair
and Chair-Elect shall be elected at the next election, by the procedure stated
above modified to the extent that the Nominating Committee shall report also
one or more nominations for the office of Chair.
(3) Vacancies
in Section Councilors, arising during their terms shall be filled for the
remainder of the term by the Alternate Councilor having the next highest vote
count for the corresponding term.
(4) Vacancies
for Alternate Councilor positions shall be filled until the next annual mail
ballot election by appointment by the Board of Directors. At the next annual
mail ballot election the candidates to fill vacant Alternate Councilor
positions shall be listed on a separate section of the election ballot.
(5) Vacancies
other than those referred to in Sections (2), (3), and (4) above shall be
filled by appointment by the Board of Directors for the unexpired term.
Duties of
Officials
(1) The
duties of the officers, Directors, Councilors, and Alternate Councilors shall
be those customarily performed by such officials in other Sections of the
SOCIETY, together with any additional duties recited herein, and, in the case
of the officers and Directors, such other duties as may be assigned to them
from time to time by the Board of Directors.
(2) The
Chair shall serve as Chair of the Board of Directors, preside over meetings of
the Board and of the Section, appoint chairs of all committees of the Section
and of the Board, and in general serve as the Chief Executive Officer of the
Section.
(3) The
Chair-Elect shall assume the duties of the Chair in the temporary absence or
incapacity of the Chair until the termination of such absence or incapacity.
(4) The
Secretary shall keep the minutes of the meetings of the Board of Directors and
of the Section, maintain a list of names and addresses of the members and
affiliates, send out notices of meetings and other communications from the
Section to the members and affiliates, forward to the SOCIETY such reports and
information as required from time to time by the SOCIETY, and conduct
correspondence and perform other duties necessary to the work of that office.
(5) The
Treasurer shall be the custodian of the monies and other financial assets of
the Section. The Treasurer shall maintain separate records for (a) current
funds, (b) investments, (c) medal award funds, and (d) such other special funds
as may be established from time to time. The Treasurer shall be authorized
under conditions to be established by the Board of Directors to draw checks
against current funds only for expenses in connection with activities
previously authorized. Payments for amounts above $20 that are not for
activities previously authorized, and all withdrawals from funds (b), (c), and
(d) above shall require authorization by the Board of Directors. Tercentenary
Fund assets may be withdrawn only as provided in these bylaws. The Treasurer
shall render a financial report to the Board of Directors within three months
of the close of the preceding fiscal year, at the time of retirement from
office, and at other times when requested by the Board of Directors. The
Treasurer shall be bonded and the cost of said bond borne by the Section. The Treasurer’s
reports and accounts shall be audited at least as often as yearly and also
before a newly elected Treasurer takes office.
(6) The
Board of Directors shall be the governing body of the Section, having full
power to conduct, manage, and direct the business affairs and scientific
activities of the Section, receive gifts tendered to the Section under such
conditions as not to influence substantially any policy of the Section,
determine the order of business at the Section meetings, determine the scientific
programs, and decide all such matters affecting the Section’s public relations,
general policies, and activities as may be presented to the Board. A majority
of the Board of Directors shall constitute a quorum for the transaction of
business, except that the Executive Committee can transact business in the
interims between meetings of the Board.
Committees
(1) The
committees of the Section shall be:
|
Auditing |
INDICATOR Advisory |
|
Bylaws |
Membership |
|
Continuing Education |
Nichols Medal Jury |
|
Community Relations & Public Affairs |
Nominating |
|
Employment and Professional Relations |
Program |
|
Finance |
Safety |
|
|
Student Affiliate |
The chair of each committee shall be appointed by
the Chair. Other committees may be appointed by the Chair.
(2) The
duties of the several committees shall be those indicated by their names or
customary in other Sections of the SOCIETY.
(3) The
terms of office of all members of committees shall terminate on December 31,
except provided that, when the Board of Directors shall vote that continuity of
membership of any committee is important to the financial or other affairs of
the Section, the Board of Directors shall have the power to extend the term of
membership on said committee to a period not exceeding three (3) years. In such
event, the Chair shall have the power to appoint members of said committee for
varying lengths of terms not exceeding three (3) years, so as to provide for
appropriate yearly rotation of membership on the committee.
Finances
(1) Voluntary
dues for any year may be assessed on the members of the Section by vote of the
Board of Directors.
(2) Local
Section Affiliates shall pay dues at a rate determined by vote of the Board of
Directors. In no instance shall the dues for the Local Section Affiliates be
less than two dollars ($2.00).
(3) Assigned
National Affiliates of the Section may be assessed such voluntary annual
Section dues as may be set by the Board of Directors.
(4) The
fiscal year of the Section shall be the calendar year.
(5) Subsections
and Topical Groups may not assess dues upon members for any year unless such
dues are specifically approved by the Board of Directors of the Section.
Subsections and Topical Group affiliates may be assessed dues by Subsections
and Topical Groups without prior approval of the Board of the Section.
Publication
The official publication of the Section shall be the
INDICATOR. The Board of Directors is authorized to negotiate and execute
contracts for its continued publication.
Meetings
(1) The
Board of Directors shall meet no less than four times a year.
(2) Subsections
and Topical Groups shall meet no less than four times a year.
(3) The
rules of order in the conduct of Section meetings not specifically provided in
these bylaws or in the SOCIETY’S documents shall be the most recent edition of Robert’s
Rules of Order, Newly Revised.
Relations with
Other Organizations
(1) The
Section may be and hereby is affiliated as a cosponsor with the Eastern
Analytical Symposium, Inc., a corporation of the state of New York, and may be
disaffiliated at any time by vote of the Board of Directors. The Section is not
responsible for any indebtedness incurred on its behalf without the formal
approval of the Board of Directors.
(2) The
Section may become affiliated with other professional organizations in
accordance with the provisions of the Constitution and Bylaws of the SOCIETY,
subject to the approval of the Board of Directors of the Section and the
Council of the SOCIETY. Such affiliation shall be for the purpose of organizing
and holding joint meetings. The Section shall assume the duties and obligations
inherent in such an affiliation. The Section may end such affiliation at any
time by vote of the Board of Directors, but such action shall not take effect
until after the conclusion of a joint meeting for which an obligation or
commitment has previously been made.
Dissolution of
the Section
Upon dissolution of the Local Section, any assets of
the Section remaining thereafter shall be conveyed to such organization then
existent, within or without the territory of the Local Section, dedicated to
the perpetuation of objects similar to those of the AMERICAN CHEMICAL SOCIETY,
or to the AMERICAN CHEMICAL SOCIETY, so long as whichever organization is
selected by the governing body of the Local Section at the time of dissolution
shall be exempt 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 Section’s dissolution.
Subsections
(1) A
Subsection for extending the work and furthering the objects of the Section may
be authorized by the Board of Directors, with temporary status for one year, on
receipt of written petition of fifty members whose addresses on file with the
SOCIETY are within the area proposed for the Subsection, provided the area is
continuous and suitable for serving members therein.
(2) The
bylaws of a Subsection shall be such as the Subsection chooses to enact subject
to the limitation that they shall be consistent with the bylaws of the Section
and the Constitution and Bylaws of the SOCIETY.
(3) Each
Subsection, through appropriate officers, shall furnish promptly such
information as may be required from time to time by the Directors of the
Section, shall file an annual report of significant facts relating to the
Subsection in good time for inclusion in the Section’s annual report to the
SOCIETY, and shall render a financial accounting annually and at other times
upon request from the Board of Directors.
(4) After
one year of operation of a Subsection in successful manner, as judged by the
Board of Directors, the Subsection shall have permanent status and continue as
long as it renders service considered by the Board of Directors to be both
effective and consistent with objects of the Section.
(5) Funds
shall be allocated by the Board of Directors, upon recommendation by Finance
Committee, to a Subsection for use in defraying expenses in connection with
meetings, communication with its members, and other proper activities of the
Subsection. The amount so allocated shall be that which is considered by the
Directors to be appropriate in view of the needs and level of activity of the
Subsection and the current income and expenses of the Section.
(6) Subsections
may hold joint meetings with other technical or professional organizations at
the discretion of their Board of Directors.
Topical Groups
(1) A
Topical Group may be authorized by the Board of Directors, with temporary
status for one year, on receipt of petition of fifty members of the Section who
state their interest in a specialized field of chemistry and their desire to
form a Topical Group for activity in that field.
(2) After
one year of operation of a Topical Group in successful manner, as judged by the
Board of Directors, the Topical Group shall have permanent status and continue
as long as it renders service considered by the Board of Directors to be both
effective and consistent with the objects of the Section.
(3) The
bylaws of a Topical Group shall be such as the Topical Group chooses to enact
subject to the limitation that they shall be consistent with the bylaws of the
Section and with the Constitution and Bylaws of the SOCIETY.
(4) Each
Topical Group, through appropriate officers, shall furnish reasonably promptly
such information as may be required at any time by the Board of Directors,
shall file therewith an annual report of significant facts relating to the
Topical Group in good time for inclusion in the Section’s annual report to the
SOCIETY, and shall render a financial accounting annually and at other times
upon request from the Board of Directors.
(5) Funds
may be allocated by the Board of Directors to a Topical Group for use in
defraying expenses in connection with meetings, communication with its members,
and other proper activities of the Topical Group. The amount so allocated shall
be that which is considered by the Board of Directors to be appropriate in view
of the needs and level of activity of the Topical Group and of the current
income and expenses of the Section.
(6) Topical
Groups may hold joint meetings with other technical or professional
organizations with the approval of the Board of Directors or the Executive
Committee.
Rules for the
Administration of the Tercentenary Fund
(1) The
Tercentenary Fund, hereinafter called “the Fund”, consists of a sum of $6,000
in cash turned over to the SOCIETY’s New York Section, Inc., by agreement of the
contributors to the Chemical Industries Tercentenary, plus accretions thereto.
(2) The
income from the Fund is to be used for the promotion of continued good will
toward the chemical industry and for such other purposes as will be helpful to
the industry as a whole, as the Board of Directors may in its discretion
decide.
(3) Withdrawals
for these purposes from the income of the Fund shall be made only with the
explicit authorization of the Board of Directors.
(4) No
withdrawals from the Fund shall be made from the principal thereof.
(5) The
actual care and safekeeping of the cash, securities, and the like belonging to
the Fund shall be the duty of the Treasurer. For this purpose the Treasurer
shall be adequately bonded and the fee for the bond shall be a proper charge
against the income of the Fund. The Treasurer shall keep the records and
accounts of the Fund and shall be responsible to the Board of Directors for the
administration of the Fund in conformance with these rules. The Treasurer shall
report on request to the Board of Directors or its proper representatives. The
Treasurer alone shall be empowered to make deposits in, or draw checks against
bank accounts of the Fund, and to authorize the purchase or sale of securities
or other assets for the account of the Fund, but shall not exercise these
powers without explicit authorization from the Board of Directors. Given such
authorization, the Treasurer shall not be liable for the propriety of such
acts.
Nichols Medal
Award
(1) The
Nichols Medal, founded in 1902 by William H. Nichols of New York for the
purpose of stimulating original research in chemistry and known as the “William
H. Nichols Medal”, may be presented annually by the Section.
(2) The
Award shall be made by a majority vote of the Jury of Award of the William H.
Nichols Medal, hereinafter referred to as the “Jury.” Only investigators who
have published a significant and original contribution in the field of
chemistry during the five calendar years next preceding the presentation
meeting shall be eligible for consideration by the Jury.
(3) The
recipient of the Medal shall receive the Medal and deliver an address,
preferably at a spring meeting of the Section, unless physically unable to
attend.
(4) The
Jury shall consist of five members. All of them at the time of the Award shall
be members of the Section. The members of the Jury shall be appointed annually
by the Chair and the appointments announced in the Section’s publication. The
Jury shall be composed of the Chair of the Section, the Chair-Elect, and the
three next preceding and eligible and available Past Chairs of the Section,
such eligibility and availability to be determined by the Executive Committee.
Each member shall have but one vote, which cannot be cast by proxy. The Past
Chair serving on the Jury, whose term as Chair of the Section was earliest,
shall be Chair of the Jury. The Secretary of the Section shall be the Secretary
of the Jury but shall have no vote. Four members shall constitute a quorum. A
candidate must receive at least three votes to be selected as the Award
recipient.
(5) The
Jury shall meet upon call of the Chair and conclude its work before the month
of July of each year, and the person so selected to receive the Medal shall
immediately be notified thereof in writing, by the Secretary of the Jury.
(6) For
the assistance and guidance of the Jury, members of the scientific community,
which may include the Chairs, or Secretaries, or both, of Sections of the
SOCIETY and the Chairs of the departments of chemistry of colleges and
universities, shall be invited in writing by the Chair of the Jury to bring to
the attention of the Jury such individuals as they regard worthy of
consideration, together with any special circumstances connected with them. The
invitations to so participate shall be forwarded between the first and the
tenth days of May of each year.
(7) The
Jury shall also have the power to award a year’s Medal jointly to two
individuals who are of essentially equal prominence in a given field. The Jury
may cause to be made a duplicate of the Medal, so that each recipient may
receive a copy.
(8) The
Jury shall have the power to decide any question or questions not specifically
covered by these rules.
Amendment
Procedure
(1) The
Bylaws Committee may propose amendments to these bylaws at meetings of the
Section or of the Board of Directors when notice and text of such amendment
proposals are given in the meeting agenda mailed out before the meeting.
(2) Proposals
for amendments bearing the autograph signatures of at least twelve members
shall be submitted in writing to the Secretary at least seven days before a
regular meeting of the Section or a regular meeting of the Board of Directors.
(3) At
the said meeting such proposed amendment shall be either read or distributed in
legible form to those present. A special committee of three shall be appointed
by the Chair to investigate the desirability of the proposed changes and to
report to the next following regular meeting of the Section or of the Board of
Directors, whichever comes first.
(4) Members
shall be advised of the proposed amendment in the issue of the Section’s
periodical, which precedes the vote on the amendment, following acceptance of
the amendment at the regular meeting of the Section or of the Board of
Directors as the case may be.
(5) The
proposed amendment(s) shall be voted upon by the members. For this purpose, a
ballot shall be printed in the Section publication after the publication of the
proposed amendment(s) in accordance with Section (4). This ballot must be
returned by mail to the office of the Manager within 30 days after the date
appearing in the Section publication, which carries the ballot. The
amendment(s) shall be made a part of these bylaws after an affirmative vote of
two-thirds of the members voting, and shall become effective upon approval of
the Committee on Constitution and Bylaws, acting for the Council, unless a
later date is specified in the amendment.
*Effective December 20, 2002. Approved, as amended, by the Committee on
Constitution and Bylaws, acting for the Council of the AMERICAN CHEMICAL
SOCIETY.