Constitution and By-Laws

American Elasmobranch Society
CONSTITUTION
(Amended August 11, 2012)

Article I: Name

The name of this Society shall be "The American Elasmobranch Society." The Society is incorporated in Dade County, Florida (December 20, 1983) and as amended December 14, 1990.

Article II: Objectives

Section 1. The objectives of this Society shall be to advance the scientific study of living and fossil sharks, skates, rays, and chimaeras, and the promotion of education, conservation, and wise utilization of natural resources.

Section 2. The Society shall be operated as a non-profit corporation.

Article III: Membership

Section 1. Membership shall be open to persons interested in the objectives of the Society.

Section 2. The membership of the Society shall consist of individuals who pay dues in one of the following categories: student, regular, family, foreign, associate, sponsor, patron, benefactor, lifetime, corporate, senior (65 and older). Membership shall require nomination by a member in good standing and shall carry the right to cast one vote in matters of Society business.

Section 3. Members whose dues are received (postmarked) between November 1 and December 31 will be considered members "in good standing" for the following calendar year. Members in good standing will be eligible to vote in the Society's annual election. To be eligible for Society awards students must be a student member in good standing for one year prior to the year they apply for an award and must be a member in good standing the year they apply for an award. Members whose dues are received late (between January 1 and November 1) will be considered members for that calendar year, but will not be eligible to vote or compete for student awards.

Article IV: Officers

Section 1. The Officers of the Society shall be: a President, who will serve as President-Elect from the time of the election until s(he) assumes the duties as President on January 1, immediately following his or her election, and who may be re-elected; a Treasurer, a Secretary, and an Editor, who may serve unlimited, consecutive terms. All Officers will be elected to serve two-year terms. The President and Treasurer will be elected so that the first year of their term will begin in even years; the Secretary and Editor will be elected so that the first year of their term will begin in odd years.

Section 2. The Officers shall be elected from among members in good standing. The term of office shall commence on January 1 following the annual meeting at which the Officers were elected.

Section 3. The Officers named in Section 1 shall discharge the duties usually assigned to their respective offices (see By-Laws).

Section 4. A vacancy in the Secretaryship, Treasurership, or Editorship occurring in the interval of the meetings of the Society, may be filled by appointment by the President until the next duly elected Officer begins his/her term of office.

Section 5. The Executive Committee shall consist of the President, President-Elect, immediate Past-President, Secretary, Treasurer, and Editor.

Section 6. Between the annual meetings the business of the Society shall be conducted by the Officers, acting within their individual responsibilities, and the Executive Committee.

Section 7. Performance Review, Replacement, and Impeachment of Officers. Unless otherwise required, on or about December 1 of the first year of the term, the most recent Past-President on the Board of Directors will query all current Board members to tabulate a "Vote of Confidence" for each member of the Executive Committee. The Officers will continue for the second year of their term unless 2/3 of the Board, not including the Officer being considered, vote to impeach any Officer.

In the event of an impeachment of the President, the most recent Past-President on the Board of Directors will assume the remainder of the term until a replacement is elected. In the event of the impeachment of an Officer, a replacement will be appointed by the President, unless the President is also impeached, in which case an appointment will be made by consensus of the Board of Directors.

Article V: Board of Directors

Section 1. At the time of the annual meeting the business of the Society will be conducted by the Board of Directors. The Board will be composed of 10 members, elected from among the membership who will serve five-year terms, Past-Presidents of the Society who will be members of the Board for periods of six years following completion of their term of office, and the incumbent Officers of the Society. All meetings of the Board of Directors shall be open to all members of the Society.

Section 2. Vacancies in the elected membership of the Board shall be filled each year from among members in good standing. All nominations shall be accompanied by a statement of willingness to serve from the nominee. Eligible members shall be given the opportunity to vote for a maximum of two candidates, unless there is an additional vacancy(ies) as a result of a Director being elected to the Executive Committee or as a result of voluntary retirement from active service to the elected Board. In the latter cases, the two candidates receiving the most votes will serve five-year terms, while the candidate(s) receiving the next most votes will complete the term(s) of the advancing Officer or retiring Director. If multiple additional vacancies exist, the positions will be filled in the order of greatest length of time remaining in the term. The term(s) of office of all elected Directors shall commence on 1 January following the annual meeting at which they were elected. The Director(s) elected to complete the term(s) of retiring Director(s) may begin their term of office upon election if the retiring Director(s) is not serving for the remainder of the calendar year.

Section 3. Directors must attend at least four of the annual meetings during their five-year term on the Board. If a Director misses two annual meetings, (s)he will be removed from the Board and a replacement will be appointed by the President for the remainder of the term.

Section 4. The Board shall conduct business during the period between annual meetings only upon call by the Executive Committee.

Article VI: Meeting of the Society

Section 1. This Society shall hold an annual meeting. A general Business Meeting open to all members shall be held for the purposes of hearing a report on the transactions of the Board of Directors and of acting upon such business as may properly be considered by the membership at large.

Section 2. The place of the annual meeting of the Society shall be determined by the Board of Directors. Notice of the meeting shall be provided to all members of the Society at least six weeks before the date set for the meeting.

Article VII: Quorum

Ten percent of the active membership shall constitute a quorum of the Society and five elected Directors shall constitute a quorum of the Board of Directors.

Article VIII: Changes in the Constitution and By-Laws

Section 1. Amendments of this Constitution and By-Laws may be adopted at any meeting of the Society if approved by two-thirds of the members of the Board of Directors voting and two-thirds of the members voting at the annual general meeting.

Section 2. In case of the dissolution of the Society, its assets shall be transferred to a successor non-profit Society organized for educational or scientific purposes as determined by standard members in good standing of this Society.


American Elasmobranch Society
BY-LAWS
(Amended August 11, 2012)

Article I: Dues

Section 1. Membership dues payable after November 1 cover the period from January 1 through December 31 of the subsequent year(s). Changes in the annual dues schedule will be recommended by a majority vote of the Board of Directors to then be approved by a majority vote of those voting at the annual meeting.

Article II: President

Section 1. The President shall prepare the agenda for the Executive Committee Meeting and preside at sessions of the Executive Committee, the Board of Directors and general Business Meetings conducted during the annual meeting.

Section 2. The President shall also appoint the committees prescribed by the Constitution and By-Laws, and such other representatives and committees as may prove necessary. The President and President-Elect shall be ex officio members of all committees.

Article III: Secretary

Section 1. The Secretary shall keep the records of the Society and report at the annual meeting.

Section 2. S(he) shall be responsible for sending out notices announcing the annual meeting and for arranging the agenda for the Board of Directors and general Business Meetings at the annual meeting.

Section 3. S(he) shall make such purchases and employ such assistance as is necessary to conduct the business of the Society within limits to be set annually by the Board of Directors.

Section 4. The Secretary shall arrange for an annual, independent, professional accountant's report of the financial record and statement of the Treasurer and shall transmit the report to the annual meeting of the Board of Directors.

Article IV: Treasurer

Section 1. The treasurer shall be in charge of the funds of the Society.

Section 2. At the annual meetings of the Society, s(he) shall present a statement of the funds of the Society, the statement to cover the fiscal year.

Section 3. The Treasurer shall be responsible for disbursement of funds for the expenses of the President and the Secretary essential for execution of Society business within limits to be set by the Board of Directors.

Article V: Editor

Section 1. The Editor shall generate such publications and communications as designated by the Society.

Article VI: Meetings

Section 1. The Chairman of the Conference Committee shall be appointed by the President at least 12 months before the time of the meetings.

Section 2. The Chairman of the Conference Committee shall be responsible for all local arrangements.

Article VII: Committees

Such committees as the President shall deem necessary shall be appointed at any time and shall be known as "ad hoc" committees. Unless otherwise specified, committees shall serve from one annual meeting until the next. Standing committees shall include a Nominating Committee, Shark Attack File Committee, Conservation Committee, Student Award Committee, Student Affairs Committee, Conference Committee, Publication Fund Committee, and Grant Fund Committee.

Section 1. Nominating Committee
The Nominating Committee shall be elected from the membership in the annual election and shall consist of five members. The chair of the Committee shall be one of the members of the Committee and shall be appointed by the President. The Immediate Past-President will serve as a non-voting member of the Nominating Committee.

Section 2. Shark Attack File Committee.
The International Shark Attack File (ISAF), owned by the Smithsonian Institution, is under the trusteeship and management of the American Elasmobranch Society. The Shark Attack File Committee is responsible for the management of the ISAF including, but not limited to, compilation and distribution of information contained within the ISAF, under the guidelines established by the AES Board of Directors. The Shark Attack File Committee shall be appointed by the President. Its Chair shall be the curator vested with custody of the original files of the Office of Naval Research, American Institute of Biological Sciences, and Smithsonian Institution.

Section 3. Conservation Committee
The Conservation Committee shall be appointed by the President. The chair of the Committee shall be one of the members of the Committee and shall be appointed by the President. Its task shall be to review conservation issues affecting chondrichthyans and to recommend to the Society and its Officers action to be taken by the Society and its Officers to provide scientific advice for the conservation of chondrichthyans.

Section 4. Student Award Committee.
The Student Award Committee shall be appointed by the President. The Chair of the Committee shall be one of the members of the Committee and shall be appointed by the President. Its task shall be to review and select the best student paper and poster presented at each annual meeting.

Section 5. Student Affairs Committee
The Student Affairs Committee shall be appointed by the President. The Chair of the Committee shall be one of the members of the Committee and shall be appointed by the President. Its task shall be to review issues affecting student and postdoctoral members and to recommend to the Society and its Officers policies appropriate to student membership. The Committee membership will be made of standard members in good standing who are current students or postdoctoral scientists or are within 12 months of completion of their degree or postdoctoral program.

Section 6. Conference Committee
The Conference Committee shall serve as the organizing committee for the annual meeting. It shall be appointed by the President and shall consist of at least three members, one of whom is the Secretary, and additional members as appropriate including one member designated as the local liaison. Its Chair shall be appointed at least 12 months prior to the annual meeting. The Committee shall be responsible for all arrangements for the annual meeting.

Section 7. Publication Committee
The Publication Committee shall consist of the President, Secretary, and Treasurer, and the Publications Librarian who shall serve as Chair of the Committee. The Committee shall facilitate the production and distribution of publications related to the study of chondrichthyans.

Section 8. Grant Committee
The Grant Committee shall consist of five members elected from the members in good standing in the annual election and shall serve for three years. Additionally, the chair of the Donald R. Nelson Grant Fund will be a non-voting, ex officio member of the committee. The Committee shall review grant proposals and designate the awards to be made. The Chair of the Committee shall be one of the elected members, selected by the President. The Committee shall review written proposals and designate awards to be made. Grants will be based upon funds available in the treasury.

Article VIII: Funds

Section 1. Funds of the Society shall be as follows:
a. The General Operating Fund shall be used for the ordinary expenses of operating the Society including, but not limited to: website maintenance, postage and other office costs, annual financial audits, publication purchases, and all other ordinary and necessary operating costs. Research, travel, and symposium (-ia) award expenses shall also be provided from this Fund.
b. The Reserve Operating Fund shall be used to meet emergency and extraordinary expenses of the Society. Its balance shall not exceed three times the average balance of the previous three years' expenses.
c. Endowed Funds can be established for the purpose of providing grants or awards to members in good standing of the Society, or other such purposes as may be deemed consistent with the objectives of the society as delineated in Article II of the Constitution. Original documents that will constitute a Letter of Agreement between the endowing party(ies) and the Society must be written in accordance with the Constitution and By-Laws and must be approved by the Board of Directors. The Letter of Agreement must describe specific details including, but not limited to, methods for securing the principal, objectives of the fund and criteria for eligibility to receive a grant or award, mechanisms for generating a perpetual grant or award while allowing the principal to be maintained or continue to grow, acknowledgment that, insofar as is practical under the establishing documents, the Society Treasurer will administer the fund, unless the nature of the fund requires external management of the Fund principal and, if appropriate, identification of a committee to decide the recipient of the grant or award. The Letter of Agreement, bearing the signatures of the President and Treasurer as well as a representative of the endowing party(ies), will establish the permanent location where original documents are to reside, with copies of the Letter of Agreement provided to the President and Treasurer for their files. The President shall appoint, as deemed necessary by the Executive Committee, a committee and committee chairperson to oversee the management and investment of the funds for each committee so established. If requested in the Letter of Agreement, the endowing party(ies) may have representation on this committee. Unless otherwise stated in the Letter of Agreement, the principal in any endowed funds will be treated as Society assets in case the Society is dissolved and will be transferred as described in Article VIII, Section 2 of the Constitution.

Section 2. All money, stocks, bonds, or property offered to the Society for purposes other than application to the operating expenses of the Society or for one of its existing award or research funds, can only be accepted by a majority vote of the Board of Directors. Acceptance of such money, stocks, bonds, or property by the Board of Directors shall be only with the establishment of procedures to implement its use.

Article IX: Procedures

Section 1. The American Elasmobranch Society (AES) administers all programs and activities free from discrimination based on race, color, national origin, age, sex, religion, marital status, sexual orientation, pregnancy, parenthood, or disability.

Section 2. Voting Procedures
The slate of nominees for all elected positions shall be finalized by the Nominating Committee by the end of the calendar year prior to the annual meeting and furnished to the Secretary by January 20. The slate of nominees will be provided to the members by February 1. Ballots will be mailed by February 15 to all standard members in good standing of the Society, and will include spaces for write-in candidates. Ballots must be returned to the Nominating Committee Chair postmarked no later than April 15. The election results will be announced at the annual Business Meeting. In the event of a tie, a run-off will be held at the Annual Meeting's General Business meeting.

Section 3. Distinguished Fellow of the Society
The Distinguished Fellow Award of the American Elasmobranch Society is the highest award presented by the Society. It is awarded in recognition of outstanding career contributions to the research and understanding of elasmobranch fishes, and provides a lifetime membership to the Society.
Nomination of a candidate for the Distinguished Fellow Award is made by submission of a statement of justification for the award to the President. The President then submits nominations to the Board of Directors. Nominations submitted to the Board require written approval by a 2/3 majority of the Board. Not more than one Distinguished Fellow shall be designated in any one year. The person(s) advancing a name for candidacy shall work with the President to produce the verbiage and the plaque for presentation of the award at the following annual meeting.

Section 4. Procedures and other items, not specified in the Constitution or By-Laws of this Society or by action at the annual meeting, shall be in accordance with Robert's Rules of Order.