ARTICLE I. Membership
Section 1. Membership. There shall be six classes of Members: Regular Member, Student Member, Sustaining Member, Life Member, Honorary Member, Partner Member. Individual Membership may be obtained by application to the Society. A person may be elected an Honorary Member by a majority vote of the Board of Directors. Honorary Members elected by the Board will be ratified by the Membership at the subsequent Biennial Conference. The criteria for membership are:
- Regular Member: A person who is engaged in pursuits contributing to the development and advancement of ecological economics.
- Student Member: A person who is enrolled at least half time in an institution of higher learning.
- Sustaining Member: A person qualified as a Regular Member, but who wishes to provide additional financial support for the Society.
- Life Member: A person qualified as a Regular Member, but who chooses to pay life-time dues.
- Honorary Member: A person who has rendered long and distinguished service to ecological economics may be elected an Honorary Member.
- Partner Member: A person qualified as a Regular Member and living with a Regular Member, but who wishes to pay reduced dues and share certain membership benefits with the Regular Member.
Section 2. Sponsors. Any individual who, or business or organization that, shares the purposes of the Society and wishes to contribute to the support of the Society may become a Sponsor. Serving as a Sponsor may require ratification by the Board. Sponsors have all of the privileges of membership except that of voting in elections and running for office.
ARTICLE II. Meetings
Section 1. The Society shall provide for at least one biennial conference at which the Board will also hold a meeting with the members. Prior to this meeting, the Board will provide the members with a written report summarizing their activities since the previous biennial conference including any By-Law amendments. Additional meetings with the membership may be provided by action of the Board of Directors.
Section 2. The Executive Committee shall meet as often as necessary for the discharge of its duties and the fulfilment of its responsibilities.
Section 3. The Board of Directors shall normally meet no less than semi-annually. Additional meetings may be called by the Executive Committee or by a majority of the members of the Board of Directors.
Section 4. Executive Committee and Board of Directors meetings may be conducted by phone or any other medium in which all can participate effectively.
ARTICLE III. Quorums
A majority of members plus one shall constitute a quorum for transacting the business of the Executive Committee, Board of Directors, and committees of the Society including the Nominating Committee.
ARTICLE IV. Dues and Finances
Section 1. Dues shall be established for each class of membership by a two-thirds majority vote of the Board of Directors.
Section 2. The Board of Directors shall authorize two officers or agents of the Society to enter into contracts or to execute and deliver instruments in the name of or on behalf of the Society. Such authority may be general or confined to specific instances.
Section 3. All checks, drafts, or other orders related to financial transactions in the name of the Society shall be signed by two officers or agents of the Society of which one will be the Treasurer, and in such manner as shall from time to time be determined by a resolution of the Board of Directors.
Section 4. All funds of the Society not otherwise employed shall be deposited promptly to the credit of the Society in such banks or other depositories as the Board of Directors may select.
Section 5. The annual budget shall be subject to approval by the Board of Directors.
Section 6. The Society’s books and accounts may be audited by an independent certified public auditing concern and presented to the Board of Directors and the Regional Council.
ARTICLE V. Fiscal Year
The fiscal year for the Society shall be from January 1 through December 31 of the calendar year.
ARTICLE VI. Duties of Officers
Section 1. The President shall be the chief elected officer of the Society, provide scientific leadership for the Society, and supervise the conduct of the affairs of the Society. The President shall preside over the meetings of the Executive Committee and the Board of Directors , and shall be the principal contact between these bodies and the staff of the Society. The President in consultation with the Executive Committee shall appoint and charge the chairmen and members of all Standing Committees of the Society, and such ad hoc committees as may be deemed necessary, and, with the advice and consent of a majority of the Board of Directors. The President may sign, with the Treasurer, or any other proper officer of the Society hereunto authorized by the Board of Directors, any deeds, mortgages, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to other officers or agents of the Society, or shall be required by law to be otherwise signed or executed. The President shall carry out other activities usually pertaining to the office.
Section 2. In the absence of the President, or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President. The President-Elect shall carry out such other duties as assigned by the President or the Board of Directors.
Section 3. The Treasurer shall be the Chief Financial Officer of the Society, supervise all funds and securities of the Society, will serve on the Finance Committee, and shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board of Directors.
Section 4. The Secretary shall be the custodian of the corporate seal and records of the Society and keep the minutes of the meetings of the Executive Committee, the Board of Directors and the Council, and in general shall perform all duties incident to the office of Secretary and such other duties as may be assigned by the President and Board of Directors.
Section 5. The Treasurer shall be appointed by the Board of Directors from among the general membership of the Society. If the treasurer so appointed is not a board member she/he will serve as an ex officio member of the board without voting rights.
Section 6. The Secretary shall be appointed by the Board of Directors from among the non-Presidential members of the Board.
ARTICLE VII. Vacancies
Section 1. The President-Elect will automatically succeed to the presidency when the office becomes vacant.
Section 2. If a vacancy occurs in the office of President-Elect, it shall be filled by the next elected President-Elect as soon as ballots have been counted and certified.
Section 3. If a vacancy occurs among the elected members of the Board of Directors, the President shall appoint a replacement to serve for the remainder of the term of the vacant position giving priority to runner-up candidates in the previous election.
ARTICLE VIII. Duties of Executive Director
The Executive Director shall be the chief executive officer of the Society, and shall supervise or carry out policies and directives of the Executive Committee and the Board of Directors. The Executive Director shall be authorized, within the budget of the Society, to employ such persons as are necessary for the proper conduct of the affairs of the Society, and to determine the compensation to be paid thereof. The Executive Director shall supervise the staff of the Society, facilitate their work, and evaluate their performance annually. The Executive Director shall make such reports, recommendations, and suggestions to the Executive Committee and the Board of Directors, as shall be judged to be for the benefit of the business of the Society. A vacancy in the office of Executive Director shall be filled by the Executive Committee with the advice and consent of a majority of the Board of Directors. The Executive Director, and appropriate staff designated by the Board of Directors, shall be bonded for the faithful performance of their duties.
ARTICLE IX. Nominating Committee
The Nominating Committee shall consist of the Regional Council chaired by the President. The Nominating Committee shall prepare lists of nominees from the Individual Members as described in Article X (Elections) of the Bylaws, inform the nominees of the responsibilities of the offices for which they are being nominated, and ascertain the willingness of each nominee to serve, if elected. The nominating committee is responsible for selecting the best candidates giving appropriate respect to balancing differences in the ways in which ecological economics is being developed and applied.
ARTICLE X. Elections
Section 1. Nominations for offices to become vacant shall be made by the Nominating Committee. Additional nominations may be made by any 25 individual members and filed with the President, together with a signed statement of consent from each person nominated. The final ballot, containing at least two names for each vacancy to be filled, shall be mailed to the Individual Members. The candidate for each office receiving the highest number of votes will be elected. Ties will be resolved by a coin flip.
Section 2. The Individual Membership shall elect the President and the other members of the Board of Directors.
Section 3. Terms of office are for two years and begin on January 1.
ARTICLE XI. Standing Committees
Standing Committees shall study and make recommendations to the Board of Directors on matters of policy. The Standing Committees and their areas or responsibility shall be:
- The Publications Committee shall study and report on all policy matters pertaining to the Society’s relations with its scientific journal, other individual publications, and any publications programs of the Society.
- The Finance Committee shall advise and make policy recommendations to the Board of Directors and Executive Director on all aspects of the Society’s finances, including the annual operating budget, increasing the Society’s financial base, membership dues changes, and long-range planning for the Society.
- The President shall chair the Finance Committee, and the President-Elect and Treasurer shall be members of said committee. Additional members may be inducted to the Finance Committee as the President, President-elect and Treasurer decide from time to time.
- The Conference Committee shall oversee the biennial conferences of the Society, recommend conference locations and dates to the Board, evaluate past conferences, make recommendations for future ones, and formulate policy recommendations with respect to conferences to the Board.
- The Education Committee shall assess the status of ecological economics education, help coordinate the educational activities of the Society and Regional Societies, formulate educational policy recommendations to the Board, and advise the Board with respect to the initiation or facilitation of new educational activities.
Chairs of Standing Committees shall be Board Members, the chair and other members are appointed by the President after consultation with other Board Members. Terms of service are normally two years. Vacancies on standing committees shall be filled by the President. Members who are inactive may be replaced by the President.
A brief written report from each Standing Committee summarizing activities and key issues shall be submitted to the Board of Directors prior to each Board meeting.
Existing Standing Committees may be terminated, and new Standing Committees created, by a two-thirds majority vote of the Board of Directors.
ARTICLE XII. Special Committees
Section 1. The President may appoint and charge the chairmen and members of such ad hoc committees as may be deemed necessary. The term of these committees shall coincide with the term of the President who appointed them.
Section 2. Special committees to serve for a period of no more than two years may be authorized by a two-thirds majority vote of the Board of Directors, and be appointed by the President. Vacancies on such committees shall be filled by the President. Members who are inactive may be replaced by the President.
ARTICLE XIII. Amendments
Amendments to these Bylaws may be initiated by the Board of Directors, the Regional Council, or by petition to the Board of Directors signed by 25 Individual Members of the Society. Amendments must be approved by a two-thirds majority vote of the Board of Directors. Amendments can be put into effect immediately but must be reported at the meeting of the Board with the members at the Biennial Conference and ratified by those members present. In the event an amendment is not ratified, the Board must rescind the amendment or place the amendment on the next ballot for the election of officers.
ARTICLE XIV. General Prohibitions
Notwithstanding any provision of the Constitution or Bylaws that might be susceptible to a contrary construction:
Section 1. The Society shall be organized exclusively for scientific and educational purposes in accordance with the public interest;
Section 2. The Society shall be operated exclusively for scientific and educational purposes in accordance with the public interest;
Section 3. No part of the net earnings of the Society shall or may under any circumstances inure to the benefit of any private shareholder or individual;
Section 4. No substantial part of the activities of the Society shall consist of attempting to influence legislation;
Section 5. The Society shall not participate in, or intervene in (including the publishing or distributing of statements contrary to the public interest), any political campaign on behalf of any candidate for public office;
Section 6. The Society shall not be organized or operated for profit;
Section 7. The Society shall not:
- Lend any part of its income or corpus, without the receipt of adequate security or reasonable rate of interest to;
- Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered, to;
- Make any part of its services available on a preferential basis to;
- Make any purchase of securities or any other property, for more than adequate consideration in money or money’s worth from;
- Sell any securities or other property for less than adequate consideration in money or money’s worth; or
- Engage in any other transactions that result in substantial diversions of its income or corpus to; any officer, member of the Board of Directors, or substantial contributor to the Society.
The prohibitions contained in Section 7 do not mean to imply that the Society may make such loans, payments, sales or purchases to anyone else, unless such authority be given or implied by other provisions of the Constitution or Bylaws.