ARTICLE I. Name
The name of this organization shall be the INTERNATIONAL SOCIETY FOR ECOLOGICAL ECONOMICS, hereinafter called the Society.
ARTICLE II. Purpose
The purpose of the Society shall be the advancement of our understanding of the relationships among ecological, social, and economic systems and the application of this understanding to the mutual well-being of nature and people, especially that of the most vulnerable including future generations. To serve this purpose, the Society will assist its members and ecological economists generally, regional societies of ecological economics, related societies, and other organizations in such matters of common concern as can be dealt with more effectively by united action. To this end, among other activities, the Society shall publish a research journal, books, and other materials; hold and sponsor scientific meetings; develop educational materials; cooperate with local, national, and international organizations; facilitate a voice for ecological economists in public forums; promote unity and effectiveness of effort among all those who are devoting themselves to ecological economics and its applications; and foster the relations of ecological economics to scientific, business, environmental, religious, and other communities for the public good.
ARTICLE III. Membership
Membership in the Society shall be open to persons who share the stated purposes of the Society.
ARTICLE IV. Board of Directors
The Board of Directors shall establish policy for the Society and shall be responsible for the fulfillment of the stated purposes of the Society. The Board, elected directly by individual members, shall consist of the President, President-Elect and Immediate Past-President, and at least four and no more than eight additional Board members. All terms of office are for two years. A Secretary shall be selected by the Board from the non-presidential Board members. A Treasurer shall be selected by the Board of Directors from among the general membership of the Society.
ARTICLE V. General Principles
In order to facilitate broad democratic participation: no one shall be eligible to serve two consecutive terms as President; no one shall be eligible to serve more than three consecutive terms as a non-presidential Board member; all offices are either elected or appointed by elected officers; no member of the Board of Directors can simultaneously serve on the professional staff or as a top officer of a regional society; and mail ballots will be conducted in a manner to allow sufficient time for member response.
ARTICLE VI. Regional Societies and Regional Council
Regional societies are societies that share the purposes and general principles of the Society, whose members will normally also be members of the Society, and that are recognized as such by the Board of Directors. The top officer of each regional society form a Regional Council for Ecological Economics and participate in the governance of the Society by acting as the nominating committee.
ARTICLE VII. Executive Committee
The President, President-Elect and Immediate Past-President, and the Treasurer, shall comprise the Executive Committee, and shall act on behalf of the Board of Directors between the meetings of the Board of Directors.
ARTICLE VIII. Board Member Liability
The members of the Board of Directors, individually and collectively, shall be held harmless by the Society in any action alleging injury or damage, direct or consequential, arising out of the performance of their duties, except where Board members are adjudged guilty of wilful misfeasance or malfeasance in the performance of their duties.
ARTICLE IX. Professional Staff
The Board of Directors may appoint an Executive Director to act as the chief executive officer of the Society, contract with professional organizations to provide membership and other services of the Society, and make other decisions with respect to professional assistance and staff. The Executive Director shall supervise the staff, properties, and operations of the Society and carry out the policies and directives of the Board of Directors and the Executive Committee. The Executive Director will serve ex officio (without vote) on all committees, boards, and councils.
ARTICLE X. By-Laws
The provisions of the Constitution of the Society shall be reflected in the By-Laws of the Society.
ARTICLE XI. Amendments
Amendments to this Constitution may be initiated by the Board of Directors, the Regional Council, or by a petition to the Board of Directors by 25 Individual Members of the Society. The Board of Directors must approve amendments by a two-thirds majority vote. Amendments must then be ratified in a mail ballot by two-thirds of those Members of the Society voting.
ARTICLE XII. Dissolution
Dissolution of the Society for any cause may be initiated by the same mechanism used for amending the Constitution. Dissolution must be in accordance with the applicable regulations of the 1954 Internal Revenue Code, Section 501, or any amendments thereto.
All funds or other assets of the Society including any rights to funds, present or future, contingent or actual, shall be irrevocably assigned and transferred to any successor organization, which has among its principal purposes the encouragement, development, and dissemination of ecological economics, and has qualified as an exempt organization under Section 501 of the 1954 Internal Revenue Code, or any amendments thereto.
The selection of the successor organization shall be approved by a two-thirds majority of the Board of Directors and be named in the Board’s minutes and its Articles of Dissolution, but need not be named in the motion or petition for dissolution.