Constitution & Bylaws2019-01-31T15:15:56-04:00

Constitution & Bylaws

Download a copy of the Constitution here:  IBS Constitution (last amended 2014)

CONSTITUTION OF THE INTERNATIONAL BIOGEOGRAPHY SOCIETY

Article 1. Name. The name of this Society is the International Biogeography Society, Incorporated.

Article 2. Purpose. The purpose of this Society shall be

  1.  To promote biogeographical science by improving communication and collaboration among biogeographers,
  2.  To raise the public’s level of awareness of the importance of biogeographical science and ensure the continuing supply of new biogeographers through educational and outreach activities,
  3.  To increase the resources available for the conduct of biogeographical science through efforts of the membership in both the private and public sectors, and
  4.  To ensure the appropriate use of biogeographical science in environmental decision-making by enhancing communication between the biogeographical community and policy-makers.

Article 3. Membership. The membership of this Society shall consist of persons and institutions interested in biogeography and in the promotion of biogeographical research. The following classes of members shall be recognized: Regular members, Student members, Life members, Emeritus members, Honorary 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 twenty 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 of Directors.

Article 4. Officers and Elections. The officers are the President, the President-elect, the Vice President for Conferences, the Vice President for Public Affairs and Communications, the Vice President for Development and Awards, the Secretary, the Treasurer, two Directors-at-large, and a Student-at-large.

The President serves consecutive two-year terms: first as President-elect, then as President, and finally as 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, the Secretary, the Treasurer, and the Student-at-large serve two-year terms and are eligible for reelection. The Directors-at-large serve four-year terms, with one Director-at-large seat to be filled in each biennial election. The Directors-at-large are eligible for reelection.

The officers and other positions filled by Society elections shall be selected by electronic or mail ballot. The official terms of the officers commence with the close of the Biennial Conference and continue until their successors assume office. All 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 and Elections Committee shall serve for two years and consist of the Past President as Chair, the two Directors-at-Large, and additional members of the Society appointed by the President. The Committee shall submit to the Secretary a list of candidates for each position to be filled. Names of the candidates shall be announced in an electronic or mail newsletter. 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 send electronic ballots to the voting membership, tabulate and record the votes, notify the candidates for office and the Governing Board of Directors of the election results, and announce the results in an electronic or mail newsletter. All members are entitled to vote in elections. In the event of a tie vote for any office, the Secretary shall poll the members of the Governing Board of Directors 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 of Directors. An officer may be removed from office by a petition signed by three quarters of the members of the Governing Board of Directors.

Article 5. Governing Board of Directors. The Governing Board of Directors shall consist of the President, the President-elect, the three Vice Presidents, the Secretary, the Treasurer, the two Directors-at-Large, and the Student-at-large. The Past-President is entitled to participate in all functions of the Governing Board of Directors, but is a non-voting, ex officio member of the Governing Board of Directors.

The President chairs the Governing Board of Directors and presides at its 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 of Directors shall elect a Chair from among those members of the Governing Board of Directors who are present.

The Governing Board of Directors is the governing body of the Society. It shall meet during the Biennial Conference of the Society (the primary meeting), at least once in intervening years, and at such other times as necessary to conduct the affairs of the Society. During the primary meeting, the Governing Board of Directors receives (1) the reports of the President and Secretary, (2) the Vice Presidential reports on the activities within their areas of oversight including the activities of standing committees they oversee, and (3) special committee reports. Reports to the Governing Board of Directors must be submitted in written form, and may also be presented in oral form if so requested or approved by the President or Governing Board of Directors. The Governing Board of Directors receives member-submitted items and votes on significant policy matters as forwarded by the Governing Board of Directors.

The Governing Board of Directors’ responsibilities include, but are not limited to, (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, (d) consideration of proposals from any member of the Society, (e) receipt of and action on reports from the Officers and the Committees of the Society, (f) designation of the time and place of the Biennial Conference, and (g) determination of the need of representation to other scholarly societies and approval of individuals nominated for such positions. It has the authority to hire and fire all employees of the Society. The Governing Board of Directors is empowered to act on behalf of the Society on all matters except for any that are expressly forbidden or assigned exclusively to the general membership in the Constitution or Bylaws of the Society.

Between meetings, the Governing Board of Directors may vote by mail or electronic ballot. On request of three members, the Secretary shall send each member of the Governing Board of Directors pertinent information about matters of concern. An absolute majority vote of the Governing Board of Directors membership is required for the passage of any act by mail or electronic ballot.

The Governing Board of Directors shall publish annually in an electronic newsletter

  • (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 of Directors 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 Governing Board of Directors at the Biennial Conference.

Article 5.1 Corporate Directors

Prior to the first official election of the members of the Governing Board of Directors, the society will be governed by two Corporate Directors. After this initial election all members of the Governing Board of Directors will become Corporate Directors of the Society for the term of their offices, and the society shall be governed by them as described in the Constitution and Bylaws.

Article 6. Dues. Dues are established by a majority vote of the Governing Board of Directors. Emeritus members and Life members are exempt from payment of dues.

Article 7. Membership Participation. Any member of the Society may raise an issue or appeal a decision of the Governing Board of Directors by placing a matter before the Governing Board of Directors for discussion. The Secretary shall solicit in an electronic or mail bulletin items to place on the agenda of the Governing Board of Directors meeting, and shall distribute the agenda to Governing Board of Directors members in advance of the meeting.

Members may, by submission of a petition signed by at least twenty-five voting members of the Society, request that an item proposed by a member of the Society during the Governing Board of Directors meeting be voted on as an Initiative by the full Society membership by electronic mail ballot. The results of such ballots shall be reported to the membership.

The Business Meeting of the Society, at the Biennial Conference, is open to the general membership.

Article 8. Publications. The publications of the Society shall include journals, newsletters, and such other publications as the Governing Board of Directors may authorize.

Article 9. Amendments. This Constitution may be amended by a two-thirds majority of those members of the Society voting in an electronic mail ballot. A ballot on a constitutional amendment must be held as part of the next Biennial election when requested by a two-thirds vote of the Governing Board of Directors or by petition of at least ten percent of the membership eligible to vote in an election.

Article 10. Bylaws. The Governing Board of Directors 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 Governing Board of Directors, or by a two-thirds vote of the Governing Board of Directors in a mail ballot, provided that in either case notice of the proposed action shall have been sent to each voting member of the Governing Board of Directors, or presented at an annual meeting of the Governing Board of Directors, at least two months and not more than fifteen months before the vote.

Article 11. Incorporation. The Society shall be incorporated as a non-stock, non-profit organization.

Article 12. 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 13. General Prohibitions. Notwithstanding any provision of the Constitution or Bylaws that might be susceptible to a contrary interpretation:

  • a. the International Biogeography Society shall be organized and operated exclusively for scientific and educational purposes within the meaning of Section 501(c)(3) of the Code;
  • b. no part of the net earnings of the International Biogeography Society 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;
  • c. no substantial part of the activities of the International Biogeography Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation except as otherwise permitted by Section 501(c)(3) of the Code;
  • d. the International Biogeography Society 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;
  • e. the International Biogeography Society shall not be organized for profit; f. the International Biogeography Society 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 Governing Board of Directors, or substantial contributor to the Society.

Article 14. Distribution upon Dissolution. In the event of dissolution or final liquidation of the International Biogeography Society, all of the remaining assets and property shall, after paying or making provision for the payment of all of the liabilities and obligations of the International Biogeography Society 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 Governing Board of Directors 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.

Download a copy of the International Biogeography Society Bylaws here:  IBS Bylaws (last amended 2010)

THE BYLAWS OF THE INTERNATIONAL BIOGEOGRAPHY SOCIETY

Bylaw 1. Elections. The Nominations Committee shall submit to the secretary, prior to June 1 of the year preceding the Biennial Conference, a list of candidates for each position and certify to the Secretary that each candidate has declared willingness to run for office and to serve, if elected. For an individual eligible for reelection to the same office, the Nominations Committee shall review that individual’s performance in office as a part of its consideration of the individual as a candidate. The Nominations Committee shall solicit from each candidate a brief biographical sketch. The ballots, together with the candidates’ biographical sketches and brief descriptions of the responsibilities associated with the offices, shall be distributed electronically or by mail to the membership during October. Members shall be allowed four weeks to return their ballots. Petitions for inclusion of an Initiative on the ballot must be received by the Secretary for distribution and inclusion on the next ballot by no later than June 1.

Bylaw 2. Quorum. Six members of the Governing Board of Directors constitute a quorum for the transaction of business at a meeting of the Governing Board of Directors.

Bylaw 3. President, President-elect, Past President. The President is the primary spokesperson for the Society and is expected to interact with other societies, government officials and the public on behalf of the Society. The President may, subject to the approval of the Governing Board of Directors, appoint special committees and take such actions as deemed appropriate to accomplish goals as President of the Society and to further the interests of the Society. The President receives from the Governing Board of Directors nominations for the Chairs and Members of the Committees that report to those individuals. The President appoints committee Chairs and Members from the nominations submitted or requests additional nominations. The President may charge a standing committee through the Governing Board of Directors member to whom that committee normally reports. The President, with the approval of the Governing Board of Directors, may convene and appoint Chairs and Members to additional Special Committees concerned with the goals of the Society as defined in the Constitution. The Past President shall deliver an address to the membership at the Biennial Conference.

3.1 The President, with approval of the Governing Board of Directors, is responsible for the appointment and ultimate supervision of any staff or other employees that the Society hires to assist in the legitimate business of the Society as defined by the Constitution.

Bylaw 4. Vice Presidents, Secretary, Treasurer and Directors-at-Large. The Vice Presidents, Secretary, Treasurer, and Directors-at-large are full voting members of the Governing Board of Directors and are responsible for overseeing the activities of, and nominating appointments to, the standing committees of the Society. If any Vice President, Secretary, Treasurer or Director-at-large cannot carry out their duties, then the Governing Board of Directors will appoint a replacement to serve until the next election. Such replacements must be approved by a majority vote of the full Governing Board of Directors.

4.1 Vice President for Conference Organization. The Vice President for Conference Organization oversees the planning and conducting of the biennial conference of the Society. The Vice President for Conference Organization chairs the Conference Standing Committee.

4.2 Vice President for Public Affairs and Communications. The Vice President for Public Affairs and Communication oversees those Society activities related to public affairs, international affairs, public policy, and communication within and outside the Society. The Vice President for Communication and Public Affairs chairs the Communication and Public Affairs Standing Committee. The Vice President also chairs the Standing Committee for Publications. The Vice President nominates representatives to other scholarly societies when the Governing Board of Directors determines that such representation is needed.

4.3 Vice President for Development and Awards. The Vice President for Development and Awards oversees efforts to increase the membership and funding of the Society. The Vice President for Development and Awards also oversees the development and awarding of scholarly and service awards. The Vice President for Development and Awards chairs the Development and Awards Standing Committee.

4.4 Secretary. The Secretary records the proceedings of the Society, reports annually to Membership on actions taken by the Governing Board of Directors, maintains close contact with all members of the Governing Board of Directors, prepares in consultation with the President agendas for Governing Board of Directors meetings, and conducts all authorized ballots. The Secretary ensures that adequate records of all meetings of the Governing Board of Directors are maintained and that there is continuity with Society policies of the past and conformance with accepted Society procedures. The Secretary shall maintain a current collection of policies and resolutions approved by the Governing Board of Directors and shall periodically publish these with the Constitution and Bylaws. It is the responsibility of the Secretary to be familiar with the Constitution, Bylaws and policies of the Society and to provide information on these as requested by the officers, staff and membership of the Society.

4.5 Treasurer. The Treasurer is the chief fiscal policy officer of the Society and in this capacity is responsible for the development of fiscal and investment policy, review of the proposed annual budget, including Committee budgets, and oversight of the business, finances and management of the Society. The Treasurer is responsible for the annual audit of the financial records of the Society.

4.6 Directors-at-Large. Directors-at-Large, of which there shall generally be two, are responsible for maintaining awareness of the diverse views, goals and objectives of the membership of the Society and representing these as appropriate at meetings of the Governing Board of Directors. They should be willing to serve as chairs of special committees or as monitors for committees preparing special reports, if so asked by the President. They also serve as members of the Nominations and Elections Standing Committee.

4.7 Student-at-large. The Student-at-large is responsible for acting as a liaison between the Governing Board of Directors and the student membership of the Society and representing them as appropriate at meetings of the Governing Board of Directors. The Student-at-large organizes the student travel aid competitions and is generally asked to help increase student participation and enrollment in the Society, to act as a liaison between early-career scientists and the IBS board, and to improve the services offered by the Society to its student membership. To be eligible for the Student-at-large office, a candidate must be a current IBS member and, at the time of election, either engaged in graduate studies or within three years of his/her most recent graduate degree.

Bylaw 5. Budget. The fiscal year of the Society runs from July 1 to June 30. Prior to the end of the fiscal year, an annual budget shall be prepared by the Treasurer, and shall be submitted to the Governing Board of Directors. The Board of Directors may modify the budget prior to giving approval. No Financial obligation against the Society may be contracted by any officer or member except as specified in the annual budget, or as provided by special action of the Governing Board of Directors.

Bylaw 6. Standing Committees. Each standing committee is charged by and reports to a specific Vice President as specified above, who recommends to the President for appointment Members of those standing committees. The term of standing committee members is two years and normally corresponds with the term of the Vice President who makes the recommendation. Unless otherwise specified, standing committee Members shall be eligible for reappointment, and it is assumed that reasonable efforts will be made to retain at least some members of these standing committees so as to retain continuity between terms. The Members of a standing committee may be removed from office by a two-thirds vote of the Governing Board of Directors. Each committee shall be provided with financial support to be designated in the budget, as the funds of the Society may warrant. No unspent funds allocated to the operation of a committee may be carried forward from one fiscal year to the next. Each standing committee shall meet, either in person or through a telephone conference, at least once a year. Each standing committee Chair shall submit a report on the committee’s work to the Governing Board of Directors at its annual meeting.

Bylaw 7. Special Committees. Special committees may be established by the President with approval of the Governing Board of Directors. Special committees will normally be dissolved no later than the end of the Biennial Conference at which the appointing President retires from the Governing Board of Directors. The Chairs and members of special committees shall be appointed by the President who established the Committee. Each special committee Chair shall submit a report on the committee’s work to the Governing Board of Directors at its annual meeting.

Financial support for a special committee shall be determined by the Governing Board of Directors in response to a request from the President. The President may also establish a special committee in consultation with and assign oversight of that special committee to one of the Vice Presidents.

Bylaw 8. Archives. On behalf of the Society the Secretary shall maintain archives in which shall be deposited the historical records of the Society. These records shall include complete sets of important documents, papers of the officers, and other appropriate memorabilia. It is the duty of each officer, upon completion of term of office, to forward copies of official papers to the Secretary for inclusion in the society archives.

Bylaw 9. Awards. The Society may authorize and sponsor awards, to be given at specified times, to recognize achievements in and contributions to the field of biogeography. Awards may be suggested by the Development and Awards Committee, members of the Governing Board of Directors or forwarded to the Governing Board of Directors from the membership at large. Awards must be approved by a majority vote of the Governing Board of Directors. Candidates for awards must be approved by the Governing Board of Directors from a list of nominees submitted by the Development and Awards Committee. No individual may receive the same award more than once. At this time these awards will carry no monetary value.

Bylaw 10. Publications.  All title ownership of any books or other educational materials purchased with International Biogeography Society Inc funds will be held by the Society alone. All titles, copyrights, royalties or similar interests in tape recordings, books or other materials prepared for the International Biogeography Society Inc activities will be held solely by the International Biogeography Society Inc and in the name of International Biogeography Society Inc.