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Charter and Bylaws
Massachusetts Academy of Sciences, Inc.
Charter and Bylaws
ARTICLE I - Name
The name of this corporation shall be MASSACHUSETTS ACADEMY OF SCIENCES, INC.
ARTICLE II - Purpose
The purposes of the Corporation shall be to promote scientific research, to stimulate interest in the sciences, to encourage the diffusion of scientific knowledge, to sponsor good scientific teaching, to foster public and governmental understanding and appreciation of the sciences and the industries that apply them, to assist in the formulation of long-range plans together with a time sequence of priorities for the disposition of both natural and technical resources, to promote ethical application of the sciences to the service of humanity, to bring suitable recognition for scientific achievement, to arrange meetings for the presentation and exchange of scientific findings and to publish a journal together with other scientific works as may further the purposes of the Corporation.
ARTICLE III - Membership
Any person or organization interested in the purposes of the Corporation shall be eligible for membership and shall be admitted to membership upon written application to the Secretary and payment of dues.
ARTICLE IV - Term
This Corporation shall have perpetual existence unless dissolved by the Board.
ARTICLE V - Officers
The affairs of the Corporation are to be managed by a President, a Secretary, and a Treasurer.
ARTICLE VI - Governing Board
The Governing Board shall exercise general supervision over all the affairs of the Corporation and shall consist of the Corporation Officers, and 15 additional members.
ARTICLE VII - Executive Committee
An Executive Committee, consisting of the President, Secretary, Treasurer, and two (2) other Board Members designated by the Board shall handle the business of the Corporation in the intervals between Board meetings.
ARTICLE VIII - President's Council
The President's Council shall consist of 100 or more members and shall advise the President and the Governing Board as needed.
ARTICLE IX - Academy Fellows
Academy Fellows shall comprise a special category or elected scientists, appointed for life, who provide advice and engage in activities to meet the missions of the Academy, as required.
ARTICLE X - Academy Membership
Membership in the Corporation shall be divided into classes of members, which shall be Friends of the Academy, President's Circle Members, Regular Members, Junior Members, Student Members, Institutional Members, Corporate Members, Honorary Members, and Emeritus Members.
ARTICLE XI - Meetings
There shall be at least one meeting of the Academy and one business meeting of the Corporation annually. The Board shall determine the time and place of the meetings, and notice in writing thereof shall be given to each member by the Secretary, not less than thirty (30) days prior to the time of each meeting.
ARTICLE XII - Emolument
No part of the net earnings of the Corporation shall enure to the benefit of any officer, member of the Board, private member or individual within the meaning of the United States Internal Revenue Code Section 501; provided, however, any member officer or member of the Board may be paid compensation in a reasonable amount for services rendered the Corporation upon such terms and conditions as may be approved by the Board. In the event of dissolution or final liquidation of the Corporation, the net assets belonging to the Corporation shall be assigned to and become the property of a non-profit organization selected by majority vote of the Board. At the time of dissolution or liquidation, no part of the assets of the Corporation shall enure to the benefit of any officer, member of the Board, private member or individual within the meaning of the United States Internal Revenue Code Section 501; provided that if the Corporation reincorporates, all assets and liabilities are to be transferred to the new Corporation.
ARTICLE XIII - Amendments
Section 1 - Amendments to the CHARTER may be proposed by the Board and shall be adopted by a three-fourths (3/4) vote of the members present and voting at any Annual Business Meeting of the Corporation, provided notice of the proposed amendments shall have been given to all members of the Corporation at least thirty (30) days prior to such meeting.
Section 2 - The BYLAWS may be adopted, altered, amended or rescinded at any Annual Business Meeting of the Corporation by a two-thirds (2/3) majority of the members present, provided that notice of such change shall have been given to all members of the Corporation at least thirty (30) days prior to the meeting.
ARTICLE I - Membership
Section 1 - Eligibility, Admission, and Classes
Eligibility and admission to membership and class thereof shall be as provided in the CHARTER.
Section 2 - Definition of Classes
- Members which are industrial or commercial organizations and which pay annual dues of $750.00 or more, as specified by the Council, shall be designated Corporate Members. Members which are educational institutions and which make annual contributions of $200.00 or more, as specified by the Council, shall be designated Institutional Members.
- Members who pay annual dues of $50.00 or more shall be designated Individual Members.
- Members who are regularly enrolled students in accredited colleges and universities and who pay annual dues of $15.00 or more shall be designated Student Members.
- Members who are aged 65 and older and who pay annual dues of $35.00 or more shall be designated Senior Members.
- Members who pay annual dues of $150.00 or more shall be designated Friends of the Academy.
- Members who pay annual dues of $500.00 or more shall be designated members of the President's Circle.
- Honorary Members may be elected by the Council.
Section 3 - Limitation Upon Certain Members
Junior Members may attend the sessions of the members of the Corporation and may vote and hold office in the Junior Academy, but shall not vote or hold office in the Corporation.
Section 4 - Dues
Dues shall be the amounts as set forth in Section 2 hereof and shall be payable for each calendar year. Periodically the Council will propose changes in the amount of dues that will be voted on at the annual meeting of the Corporation.
Section 5 - Termination of Membership
Any member may be dropped for cause by action of the Council. Members whose dues become one year in arrears shall be dropped from membership and a notice thereof shall be sent to each such member by the Treasurer.
ARTICLE II - Academies and Sections
Section 1 - The Corporation shall be divided into two Academies.
Section 2 - The Academies of the Corporation shall be the Senior Academy and the Junior Academy, and such other Academies as the Council may authorize, subject to the approval of the members. The officers of the Senior Academy shall be the officers of the Corporation.
ARTICLE III - Affiliations
The Corporation may enter into affiliation with other organization as may be arranged by the Council, subject to the approval of the members.
ARTICLE IV - Committees
Section 1 - The Executive Committee is defined in Article VII of the CHARTER. The Board shall elect the Nominating Committee. The President appoints all other committees.
Section 2 - The Finance Committee shall engage the services of a certified Public Accountant, or a recognized Public Accountant, to examine the books of the Corporation for each calendar year.
Section 3 - The Program Committee is responsible for the preparation of programs for the annual meetings. The Board shall appoint the Chair of this Committee for a term of three (3) years with the possibility of succession. The Committee shall include, but not be restricted to, the Chair of the Governing Board and the Secretary.
Section 4 - The Membership Committee shall consist of, but not be limited to the Treasurer (who serves as chair).
Section 5 - All committees shall report in writing to the Corporation at the Annual Business Meeting.
ARTICLE V - Governing Board
Section 1 - The Board shall exercise general supervision over all of the affairs of the Corporation as constituted and provided in the CHARTER.
Section 2 - One Board-Member-at-Large shall be elected by the members at each Annual Business Meeting, and a second Board-Member-at-Large shall be appointed by the Board at the first meeting of the new Board, each Board-Member-at-Large to serve for a two-year term.
Section 3 - The Board shall have the following specific duties: (a) handling all publications of the Corporation; (b) filling vacancies occurring in any of the offices of the Corporation; (c) investing the funds of the Corporation; (d) making recommendations to the members regarding general policy; (e) electing a Nominating Committee of at least three (3) members; (f) advising appointments by the President; (g) appointing Editors of Publications and approving the Editorial Board; (h) appointing the Chair of the Program Committee for a period of three (3) years; a prospective Chair shall be asked to serve on the Program Committee for one (1) year prior to taking office as Chair; (i) arranging affiliations with other organizations; (j) designating the time and place of meetings of members; (k) approving the agenda for the Annual Meeting of the members; (l) authorizing the formation of Sections and Academies, subject to the approval of the members; (m) approving assistance to the officers of the Corporation; (n) electing Academy Fellows; (o) appointing the Director of the Junior Academy who shall serve for a period of three (3) years and shall be eligible for reappointment; (p) confirming the appointment of the Director for the Junior Academy; (q) appointing the Director of the Education, Research, Outreach and Kids Academy! Divisions.
Section 4 - The Board shall require all reports to it, including Committee reports, to be in writing.
Section 5 - The Board may appoint, by majority vote, a member of the Senior Academy to serve as its Executive Secretary. The responsibilities of the Executive Secretary shall be to facilitate execution of the duties held by the Board and such other services as shall aid in the advancement of the objectives of the Corporation. The Executive Secretary shall serve for such time period as the Board shall determine.
ARTICLE VI - Meeting of Members - Notice
The members of the Corporation shall meet not less often than annually. The Board shall determine the time and place of meetings and notice thereof shall be given to each member by the Secretary, not less than thirty (30) days prior to the time of each meeting. Such notice shall be in writing and shall be sent by regular United States mail, postage pre-paid, to the last address of each member as shown upon the record of memberships kept by the Corporation or by email. The Board shall call a special meeting of the members upon written request by 10 percent of the members, within ninety (90) days from the date of such request.
ARTICLE VII - Officers
Section 1 - Duties
- The President shall discharge the usual duties of a presiding officer at all meetings of the members of the Corporation, of the Board, and of the Executive Committee. The President shall be ex-officio member of all Standing Committees, except the Nominating Committee. The President shall seek to obtain Corporate, Institutional, and Friends of the Academy members. The President shall seek affiliations with other organizations, subject to the direction of the Board. The President may explore new activities deemed advantageous to the Academy.
- The Secretary shall keep a record of all meetings of the Corporation, the Board, and the Executive Committee. The Secretary shall report to the members at the Annual Business Meeting and at such other times as the Board may direct. The Secretary shall send out official notices of meetings and perform other necessary duties of his office.
- The Treasurer shall receive all monies of the Corporation and deposit them in a bank designated by the Board. The Treasurer shall pay out budgeted monies and all bills approved by the Board or Executive Committee. All checks shall bear the Treasurer's signature or that of the President. The Treasurer shall keep an accurate account of all receipts and disbursements for each calendar year and shall post a bond for the faithful performance of his duties upon such terms and in such amount as the Board may direct, paying the cost thereof from the funds of the Corporation. The fiscal year for the Treasurer's report shall be the calendar year.
Section 2 - Election of Officers
- The President shall be elected for five (5) years; the Secretary and the Treasurer shall be elected for three (3) years, their terms to overlap by at least one year, with the possibility of succession.
- One or more candidates for each office other than President, shall be nominated by the Nominating Committee elected by the Board. Additional nominations may be made from the floor during the Annual Business Meeting.
- Officers shall be elected by a majority of the votes cast by a secret ballot of the members present at each Annual Business Meeting and shall enter upon their duties immediately following the adjournment of the Annual Meeting at which they were elected.
- Vacancies in any office other than President shall be filled by the Board, or between meetings of the Board by the Executive Committee. The Board or the Executive Committee shall promptly appoint a temporary Secretary or a temporary Treasurer in the event that either of said officers becomes unavailable for service for any reason.
ARTICLE VIII - Publications
Section 1 - There shall be published an annual volume, to be called the Massachusetts Scientist.
Section 2 - The Massachusetts Scientist shall be under the direct control of the Board through an Editor appointed by the Board.
Section 3 - One copy of the Massachusetts Scientists shall be supplied free to each paid-up member in good standing except Junior Members.
Section 4 - An issue of the Massachusetts Scientists, published soon after the Annual Meeting of the Corporation, shall include a roster of the Officers, the Board, the Committee Chairs, and the members of the Corporation. Each issue of the Massachusetts Scientists shall include such other material as the Council may direct.
Section 5 - There shall be distributed to the members of the Corporation, at intervals, a Newsletter. It shall contain information about and of interest to scientists in Massachusetts.
ARTICLE IX - Business Office
The business office of the Corporation shall be the business office of the Academy and the said office shall be the repository for the files of the Corporation.
ARTICLE X - Amendments
The BYLAWS may be adopted, altered, amended, or rescinded at any Annual Business Meeting of the Corporation by a two-thirds (2/3) majority of the members present, provided that notice of such change shall have been given to all members of the Corporation at least thirty (30) days prior to the meeting.
ARTICLE XI - Ethical Behavior
The Massachusetts Academy of Sciences affirms and acknowledges members' commitment and responsibility to the welfare of human participants, plant and animal populations, and cultural and natural resources in the conduct of ethical research, education, and service.