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CONSTITUTION

OF THE

SOCIETY OF SYSTEMATIC BIOLOGISTS

ARTICLE I. NAME

The name of this organization shall be the society of Systematic Biologists.

ARTICLE II. OBJECT AND OPERATION

The object of this society shall be the advancement of the science of systematic biology in all its aspects of theory, principles, methodology, and practice, for both living and fossil organisms, with emphasis on areas of common interest to all taxonomists regardless of individual specialization. With this object in mind, the Society shall be organized and operated as a non-profit organization exclusively for scientific and educational purposes.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility

Anyone who is interested in the object of the Society is eligible for membership.

Section 2. Election of Members

Upon written application to the Secretary of the Society, accompanied by payment of the annual dues, an applicant may be accepted for membership, subject to formal approval by the Council.

Section 3. Dues

The dues for all membership classes shall be established by a two-thirds vote of the Council.

Section 4. Rights of Membership

Members of the Society are those whose annual dues have been paid. They shall be entitled to vote in all general Society elections, to receive the Society’s principal journal, to hold office in the Society, and to participate in other usual membership functions.

Section 5. Suspension and Reinstatement

Those whose annual dues are not paid within a reasonable period are no longer members of the Society and forfeit all membership rights. Such persons may be reinstated as members by payment of annual dues.

Section 6. Emeritus Membership

A member who has retired from gainful employment and who has been a member of the Society in good standing for a period of not less than 10 years may, upon application to the Secretary and approval by the Council, be designated an Emeritus Member. Emeritus Members shall be exempt from further payment of dues, but shall have full rights of voting and participation in activities and may receive the principal journal of the Society at a reduced rate determined by the Council.

Section 7. Patrons

Any person may become a Patron of the Society by making an appropriate monetary contribution in an amount determined by the Council. Patrons shall be entitled to all rights of membership for life without further payment of dues.

Section 8. Honorary Members

Honorary Members, not to exceed a total of one percent of the membership, may be designated by the Council from members whose distinguished scientific work has notably advanced systematic biology. Honorary Members shall be entitled to all the rights of membership for life but are not liable for annual dues.

Section 9. Sustaining Members

Any person may become a Sustaining Member of the Society upon payment of twice the amount of the annual dues as set by the Society. Sustaining Members shall be entitled to vote, to participate in the usual membership functions, and to receive the Society’s publications.

Section 10. Family Membership

Related members (e.g. spouses) may elect family membership for which the first member pays full dues and receives the Society’s principal publication, and the subsequent members pay a reduced rate determined by the Council and do not receive the Society’s principal publication. All Family Members shall be entitled to all rights of membership.

Section 11. Student Members

Any person who is currently enrolled as a student in a degree-granting institution is eligible for student membership in the Society upon annual presentation of student certification by an instructor and payment of dues as determined by the Council. Student Members shall have all rights of membership except the right to hold office.

ARTICLE IV. OFFICERS

Section 1. Officers

The officers of the Society shall be the President, President-Elect, Executive Vice President, Treasurer, Program Chairperson, and Editor. All officers must be members of the Society at the time of their election and during their whole term. : All officers shall take office at the beginning of the calendar year and serve for the number of years determined by his/her office, ending his/her term at the close of the appropriate calendar year.

Section 2. President

The President advances to that office automatically from the office of President-Elect or, if necessary, is elected directly as President (see Section 4). The President shall preside at meetings of the Society and of the Council, and shall be a voting member of the Council, ex officio, during the term of office and during the following one year as immediate Past-President. The President shall appoint such committees, delegates, and special representatives of the Society as are necessary and appropriate.

Section 3. President-Elect

The President-Elect shall be elected by the membership from those members who, by their scientific achievement, are considered to be among the leaders in systematic biology. The President-Elect shall be a voting member of the Council, ex officio, during that term of office, and shall perform the duties of President during any period when the President is unable to fulfill the duties of that office.

Section 4. Vacancies in the Offices of President and President-Elect

In the event of a vacancy in the office of President, the President-Elect shall succeed to the office and shall serve for the remainder of the term and for the regular term as President. A vacancy in the office of President-Elect shall be filled at the next annual election by the direct election of a President for the term normally succeeded to by the President-Elect. In the event of concurrent vacancies in both offices, the Chairperson pro tem of the Council shall serve as President of the Society until the next annual election.

Section 5. Other Officers

The Secretary, Treasurer, Program Chairperson, and Editor each shall normally serve for a three-year term, and thereafter may be reelected for successive terms of one year. They shall discharge the customary duties of their respective offices, under the direction of the President and responsible to the Council. They shall be governed by such rules and regulations, in addition to the Constitution and Bylaws, as the Council may promulgate. A vacancy in these offices may be filled by the Council with an interim appointee, and a regular replacement shall be elected and take office at the beginning of the calendar year.

ARTICLE V. COUNCIL

Section 1. Authority

The government and operation of the Society shall be vested in a Council.

Section 2. Membership

The Council shall consist of the President, the President-Elect, the most immediate living Past-President, the Secretary, Treasurer, Program Chairperson, Editor of the Society’s principal journal, and 15 elected Councillors. Each elected Councilor shall serve for three years taking office at the beginning of the calendar year following the election. Five Councillors shall be elected each year to provide three classes serving staggered terms on the Council. Any vacancy among elected Councillors shall be filled by the normal procedure for electing Councillors at the next annual election. An elected Councillor shall not be eligible for reelection for one year after completing a full term of service. Elected Councillors must be members of the Society.

Section 3. Chairmanship

The President of the Society shall be Chairperson of the Council during the term of office, and the President-Elect shall be Vice-Chairperson. If both are absent, or unable to serve, the Council shall select from its members a Chairperson pro tem.

Section 4. Powers

The Council is empowered to act on all matters pertaining to the Society, except as otherwise provided by this Constitution and Bylaws. In the execution of its duties, it may: (1) acquire, hold, and dispose of, either in its name or in the name of its nominee, any property or other assets suited to further the interests of the Society; (2) execute contracts and solicit and receive grants in support of the Society’s activities; (3) make, or cause to be made, all necessary arrangement for the meetings of the Society; and (4) exercise such other powers as required by this Constitution and its Bylaws and as required or desirable for the conduct of the Society’s affairs.

Section 5. Duties

The proceedings of the Council and the status of the Treasury shall be reported to the Society at each Annual Meeting and in an annual report to the entire membership.

Section 6. Prohibitions

The Council shall not obligate the Society beyond the actual content of the Treasury, and shall not do anything that will abrogate the Society’s status as a non-profit, scientific organization.

ARTICLE VI. MEETINGS

Annual Meetings of the Society shall be held at such time and place as determined by the Council.

ARTICLE VII. COMMITTEES

Section 1.

The following Committees shall be appointed by the President pursuant to the conditions provided elsewhere in this constitution and/or in the by-laws: Awards in Systematic Biology, Board of Trustees, Initiatives and Long-range Planning, Nominating, Publications, and Coordinating.

ARTICLE VIII. NOMINATIONS AND ELECTIONS

Section 1. Nominations

All officers, except the Editor, and all Councillors shall be nominated by a Nominating Committee consisting of the immediate past-President (or if unable to serve, the next available recent Past-President), who shall be the Chairperson, and four other members who are not members of the Council and who are appointed by the President. The Committee shall secure two candidates or more for each position to be elected by the general membership (President-Elect, Councillors, and if necessary President), and one or more candidates for each position to be elected by the Council (Secretary, Treasurer, and Program Chairperson). Five members of the Society may nominate a candidate for President-Elect (and if necessary, President ) or Councillor (see Bylaw 3). Any Councillor may nominate a candidate for Secretary, Treasurer, or Program Chairperson (see Bylaw 4). The membership shall be informed of the names of all nominees at least three months prior to the Annual Meeting.

Section 2. Elections

The President-Elect, if necessary the President, and Councillors shall be elected by the members of the Society by a mail vote prior to the Annual Meeting. Candidates for Councillor receiving the most votes up to the number of positions on the Council to be filled shall be elected. Any vacated positions of uncompleted terms on the Council shall be filled by elected Councillors receiving the least number of votes.

The Secretary, Treasurer, and Program Chairperson are elected by a mail vote of the Council. The candidate for each must receive a majority of affirmative ballots to be elected.

All elections by mail are conducted by the Secretary, who shall mail the appropriate ballots to the general members and to the Council members at least two months prior to the Annual Meeting. To be valid, returned ballots must be postmarked at least 30 days prior to the Annual Meeting. The votes shall be counted by the Secretary. The Council may canvass the votes. The Council shall report the election results to the membership at the Annual Meeting and in the annual report to the membership.

Section 3. Editor

A Search Committee consisting of the President-Elect, serving as Chairperson, the President, and the most immediate Past-President shall find candidates for the position of Editor. Candidates may be recommended by any Councillor. The nomination process shall be initiated no later than the Annual Meeting of the second year of the current Editor’s tenure and shall be completed four months prior to the Annual Meeting at which the new Editor is elected. The report of the Search Committee for Editor shall be mailed to Councillors three months prior to the Annual Meeting. Election of the Editor shall be at a Council meeting at an Annual Meeting with Councillors voting for only one of the candidates. The candidate having a majority of votes is elected. If only one candidate is nominated, a two-thirds majority of affirmative ballots is required to be elected.

ARTICLE IX. PUBLICATIONS

The Society may, in the furtherance of its stated object, publish such journals, monographs, handbooks or other publications as the Council may determine, within the needs and resources of the Society. An Editor shall be elected according to the provisions of the Constitution and Bylaws.

ARTICLE X. AFFILIATION

The Council, at its discretion, may arrange for affiliation with an appropriate society or organization, especially for the purposes of scientific programs, provided always that the Society of Systematic Biologists shall retain its distinct entity as a Society and that nothing shall be done to alter this without the express consent of the membership. A society or organization eligible for affiliation shall be (a) one that is engaged in the advancement of some field of systematics, (b) a chapter of national honorary biological association, (c) an academy or museum, or (d) such other as the Council may deem appropriate.

ARTICLE XI. BYLAWS

Section 1. Function

Bylaws to augment this Constitution may specify details and less fundamental provisions, but shall not alter the intended meaning of the Constitution or circumvent its provisions.

ARTICLE XII. DISTRIBUTION UPON DISSOLUTION

In the event of dissolution of the Corporation, after all liabilities have been accounted for and discharged, any and all property remaining shall be conveyed or transferred to one or more domestic or foreign corporations, societies, or organizations engaged in activities similar to those of the Corporation as may be designated by the presiding judge of the highest court of the State of Connecticut, or a committee appointed by him/her; provided that any such transferee shall, as of the date of conveyance or transfer, qualify as an exempt scientific organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.

ARTICLE XIII. AMENDMENTS

Section 1. Method

This Constitution can be amended only by a two-thirds majority of those Society members in good standing voting in a mail ballot.

Section 2. Proposals and Consideration

An amendment may be proposed by any member of the Society by a letter addressed to the Secretary at least two months prior to an Annual Meeting. Members of the Council may propose amendments at any Council Meeting. Any proposed amendment to the Constitution must be approved by a two-thirds majority vote of the Council at a meeting before it is submitted to the Society membership for vote.

Section 3. Time of Effect

If approved by the Society membership, amendments to the Constitution take effect at the end of the Annual Meeting following the approving vote. Notice of the change shall be published in the annual report to the membership.

ARTICLE XIV. ENABLING ARTICLE

Section 1. Effective Date

The Constitution and its accompanying Bylaws shall be adopted as in full force and effect at the close of the Annual Meeting that follows approval by two-thirds of those Society members in good standing voting in a mail ballot. At the time this Constitution and its Bylaws take effect they shall amend the existing Constitution and Bylaws of the Society by superseding and replacing them in their entirety.

Section 2. Continuity

Actions already carried out and appropriate under the existing Constitution and Bylaws for the operation of the Society, namely the established dues, finances, patrons, and the election or appointment of officers, Councillors, and Emeritus (retired) Members, shall remain in full force and effect under this present Constitution and Bylaws, except that of the Past-Presidents only the most recent shall remain a Councillor, and except that the last Council constituted under the preceding Constitution is empowered to and shall elect one Councillor for a one-year term and shall then regroup the elected Councillors into the required three classes with staggered terms.

BYLAWS
OF THE
SOCIETY OF SYSTEMATIC BIOLOGISTS

Bylaw 1. Dues and Membership Rights

The Council shall determine the amount of annual dues and/or rates for all classes of members. Annual dues shall be paid in advance upon presentation of an annual bill. Persons not paying dues by six months subsequent to the mailing date of the annual bill shall be dropped from membership.

Bylaw 2. Funds and Budget

The financial records of the Society shall be maintained by, and its funds deposited and/or invested by, the Treasurer under the direction of the Council. The Treasurer shall prepare and submit to the Council at the Annual Meeting an annual report and a budget for this coming fiscal year which shall be approved by the Council.

The Society’s fiscal year shall be the calendar year unless otherwise designated by the Council.

Bylaw 3. Nominations by Members

A call for nominations for President-Elect, if necessary for President, and Councillors shall be issued to the membership either in Systematic Biology or by mail, six months prior to the Annual Meeting. Such nominations shall consist of a brief statement of the qualifications of the nominee, evidence that the nominee is willing to serve, and seconding signatures of four other members. Recommendations are to be received by the Chairperson of the Nominating Committee and the Secretary at least five months prior to the Annual Meeting.

Bylaw 4. Recommendations by Councillors

Recommendations for the offices of Secretary, Treasurer, Program Chairman, and Editor may be made by Councillors. Such recommendations shall consist of a brief statement of the qualifications of the nominee and evidence that the nominee is willing to serve, and shall be sent to the Chairperson of the Search Committee at least two months before the committee must complete its work.

Bylaw 5. Council Proceedings

The regular meeting of the Council shall be held in conjunction with the Annual Meeting of the Society. A meeting of the Council may also be held for exceptional circumstances, at the call of its Chairperson or on written request of three Councillors, at any other time and place, provided that written notice of the time and place be mailed to each Councillor at least 30 days prior to that meeting. Five Councillors shall constitute a quorum of the Council for transaction of business at any regular or exceptional meetings.

Business may be transacted by mail at the discretion of the Chairperson of the Council, provided that a majority of the Council votes. However, objection by three Councillors shall require deferment of action to the next regular Council meeting.

Proxy voting may not take place at regular or exceptional meetings of the Council or in mail votes.

Bylaw 6. Endowment Committee

Section 1. Function

A Board of three Trustees, appointed by the Council, shall hold all of the funded property of the Society in trust with power to sell and to reinvest according to their judgment. Trustees shall be bonded at the Society’s expense in an amount specified by the Council.

Section 2. Membership

One Trustee shall be appointed for a term of three (3) years at each annual meeting. The Trustees shall select their Chairman. Vacancies among the Trustees may be filled by election at any time by a majority vote of the council voting.

Section 3. Operations

Transactions involving investments require approval by a majority of the Committee. It is the duty of each Trustee to protect and manage the Reserve Fund (Described in Bylaw 7) of the Society in a manner that seeks to obtain optimal performance in a diversified portfolio of stocks, bonds, mutual funds, and cash instruments. It is the Trustee’s responsibility to try to the best of his or her ability to perform this duty in order to increase the value of the Reserve Fund and to provide revenue as requested by the Council for support of programs and publications that enhance the science of systematics and the training of systematists. It is the further responsibility of the Trustee to provide accurate and current information and recommendations regarding the Reserve Fund to the Council so that body can make the most informed financial decisions possible on behalf of the membership. The Trustees are responsible for submitting to the Council an independent audit report for the Reserve Fund on an annual basis.

Bylaw 7. Reserve Fund

Sec. 1. The funds and properties of the Society under the control of the Trustees shall be designated collectively as the reserve fund. A part of the reserve fund may, with the approval of the Council, be returned annually to the Executive vice President-Treasurer for the conduct of the Society’s business.

Sec. 2. All moneys received from Life Members and Patrons in consideration of their election as such, and all gifts for undesignated or designated purposes approved by the Council, shall be invested in the reserve fund.

Sec. 3. Bequests and trusts having for their object the advancement of systematics or the welfare of the Society of Systematic Biologists may be accepted and administered by the Society. Before acceptance of any such trust, the Council shall consider the object of the trust and all conditions and specifications attached thereto, and shall report its action to the Society. Bequests shall be added to the reserve fund of the Society and managed by the Trustees. Trusts shall be managed as agreed to in the trust instruments.

Sec. 4. Both the principal and income of the funded property of the Society shall be used solely to further study and dissemination of knowledge of systematics, as set forth in the name and Objects of the Society; but the funded property shall be administered and operated in such a manner that it will at all times maintain a tax exempt status under the provisions of the United States Internal Revenue Code, both for income tax and gift tax purposes.

Bylaw 8. Student Awards in Systematic Biology Committee

Section 1. Function

The Committee shall select the winners of two categories of awards: 1) the “Ernst Mayr Award in Systematic Biology” given for the outstanding paper presented at the annual meeting by a student member of the Society or a member who has received the Ph.D. degree within the last 15 months, and 2) the “Awards for Graduate Student Research” which are given to assist students in the initiation (first two years) of their systematics projects and in the collection of preliminary data needed by them to pursue additional sources of support. The awards are given in accordance with guidelines published by the society.

Section 2. Membership

The Committee shall consist of at least three members. The committee chair, appointed for a three-year term, and two additional members appointed annually. The committee should include at least one person who served on a previous year’s Committee.

Bylaw 9. Initiatives and Long-Range Planning Committee

Section 1. Function

The Committee shall identify and prioritize initiatives and long-range goals, and shall advise the Council on the best ways to implement and fund the relevant programs

Section 2. Membership

The Committee shall consist of five members. To ensure continuity, members will have staggered three-year terms. The Chairperson of the Committee will serve a three-year term and may be re-appointed.

Bylaw 10. Publications Committee

Section 1. Function

The Committee shall identify desirable policies for the Society’s publications, act for the Society in negotiating printing, publishing, and other contracts, and provide fiscal review of the Society’s publication management. The Committee shall also work with the publisher or printer to promote and increase membership.

Section 2. Membership

The Committee shall consist of at least five members including a Chairperson, the Editor, the most recent past-Editor, and the Treasurer.

Bylaw 11. Steering Committee

Section 1. Function

The Committee shall coordinate future meeting plans with representative from other societies as necessary.

Section 2. Membership

The Committee shall consist of the President-Elect, Treasurer, and Program Chairperson.

Bylaw 12. Journal

The principal journal of the Society shall be called Systematic Biology and shall be managed by an Editor who is elected by and is responsible to the President and Council. Appointment of an Editorial Board and Associate Editors is the responsibility of the Editor, with approval of the Council.

Bylaw 13. Appeal of Editorial Decisions

A contributor to the journal may appeal to the Council to overrule editorial decisions made concerning his or her manuscript. In case of such an appeal the Council shall review all relevant information at its next regularly scheduled meeting. If two-thirds of those voting favor such action, the Council may direct the Editor to take any action on the manuscript that the Council deems appropriate. If the Council determines that the appeal is without merit, this finding together with any explanatory information that the Council deems suitable shall be included in the minutes of the meeting.

Bylaw 14. Endowment Fund

There shall be an Endowment Fund (formerly called Patrons-Endowment Fund), which shall consist of contributions from members, proceeds from sale of back issues of Society publications, and miscellaneous gifts. The annual earnings from this Fund, including interest, dividends, and gains from the sale of stock, shall be used in the general operations of the Society, including publication of the Society’s journal. The principal of the Fund may be used for the same purposes if authorized by a majority vote, which may be conducted by mail, of all voting members of the Council. The Principal of the Fund may also be used in the publication of monographic studies; however, such use can only be authorized by the Council at one of its regularly scheduled meetings.

Bylaw 15. Amendment

Amendments to the Bylaws may be proposed by any member of the Society by letter addressed to the Secretary at least two months prior to an Annual Meeting. Members of the Council may propose amendments at any Council meeting. Any proposed amendment to the Bylaws must be approved by a simple majority vote of the Council at a meeting or by mail ballot before it is submitted to the Society’s membership for vote.

The Bylaws can be amended by a two-thirds majority of the Society’s members voting in a mail ballot or, in an emergency, by a two-thirds majority of members voting at an Annual Meeting.

If approved by the Society membership, amendments to the Bylaws take effect at the end of the Annual Meeting following the vote.

Bylaw 16. History of Constitution and Bylaws

The Constitution and Bylaws will be followed by a statement of when they were adopted initially, and of their publication in Systematic Biology, followed by dates of major modifications and dates of publication in Systematic Biology, and lastly by the date of this revision plus its publication.

HISTORY OF CONSTITUTION BYLAWS

A temporary Constitution was adopted at the first meeting of the Society of Systematic Zoology on 29 December 1947. A permanent Constitution was adopted at the first Annual Business Meeting on 12 September 1948 (published in Society of Systematic Zoology News Letter, No. 3, November 1950). A series of constitutional changes were approved by the Council and published in the News Letter (No.4, April 1951); they were approved by the membership in 1951 (Syst. Zool. 1:39, 1952).

Further actions reported in Systematic Zoology concerning the Constitution are as follows: 1966, revised Constitution approved (16:105, 1967); 1969, amendments (19:313-314, 1970) approved (19:311, 1970); 1971, amendment (20:475, 1971) on incorporation approved; 1973, amendments (22:208-209, 1973) approved (23:302, 1974); 1976, amendments (24:403-405, 518-519, 1975) approved (24:518-519, 1975); 1977, updated Constitution published (26:253-256, 1977); 1978, emergency bylaw change approved (28:255-257, 1979); 1981, amendment (30:226-227, 1981) approved (31:237, 1982); 1982, some of proposed amendments (31:237, 1982) approved (32:100, 1983); 1983, updated Constitution published (32:103-106, 1983); 1984, numerous amendments approved (34:251, 1985); 1985, updated Constitution published (34:254-258, 1985); 1990, amendments on Society and journal names approved (40:251-252, 1991); this updated Constitution published (40:386-390, 1991); amendments on committees (46:770, 1997). Amendments on Article IV, VII, Extensive amendments to Bylaw 6, creation of bylaw 7, and renaming of bylaws 7-15 to 8-16. (2001).

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