Statutes and Bylaws

BYLAWS

OF

THE HISTORY OF SCIENCE SOCIETY

ARTICLE I

Name

            The name of the corporation shall be The History of Science Society (hereinafter referred to as the “HSS”).

     ARTICLE II

Corporate Purpose

            The purpose for which the HSS is organized and operated is exclusively charitable, scientific, or educational, as defined in Section 501(c)(3) of the Internal Revenue Code, as amended, and its regulations as they now exist, or as they may hereafter be amended.  The purpose of the HSS shall be as provided for in the Articles of Incorporation of the HSS.

ARTICLE III

Offices

            Section 1.  Principal Office.  The HSS shall have a principal office and such other offices, either within or outside the District of Columbia, as the Board of Directors (hereinafter referred to as “the Council”) may determine or as the affairs of the HSS may require from time to time.

Section 2.  Registered Office.  The HSS will have and continuously maintain a registered office in the District of Columbia, and a registered agent whose office is identical with the registered office.  The registered office may be, but not need be, identical with the principal office, and the address of the registered office may be changed as the HSS may require from time to time.

ARTICLE IV

Membership

Section 1.  Members.  Membership in the HSS shall be available to individuals interested in the history of science, individuals having an interest in the HSS and supporting its purpose, or individuals otherwise qualifying for membership under criteria established by the Council from time to time.  There shall be two (2) classes of membership: Regular Members and Institutional Members.  Regular Members shall have full voting privileges, including the election of members of the Council.

Section 2.  Application for Membership.  All applicants for membership shall complete and submit the application form specified by the HSS.  Applicants shall be admitted to membership in the HSS upon completion of administrative processing of the required membership application and the payment of required dues as designated by the Council.

Section 3.  Membership Qualification, Dues and Benefits.  Membership qualifications, dues and benefits for each class of membership shall be those established from time to time by the Council.  The Council may add, delete, or adjust membership qualifications and benefits as it deems necessary or desirable to further the purpose of the HSS.  No addition, deletion, or adjustment of membership qualifications and benefits shall require any adjustment of dues for the membership period in which it occurs.

Section 4.  Denial, Suspension and Termination of Membership.  Any member may voluntarily terminate membership by written notice to the HSS.  The HSS may terminate the membership of any member for failure to pay required dues.  The HSS may deny, suspend or terminate the membership of any member who engages in conduct determined by a majority vote of the Council, in its sole discretion, to be unethical or in any way detrimental to the purpose of the HSS. Any member proposed for termination for any reason other than non-payment of dues will be given advance written notice, including the reason for the proposed termination, the opportunity to contest the proposed termination in writing or in person before the Council, and a final written notice of the Council’s decision.  The decision of the Council is final. All suspensions or terminations of membership shall be effective at the convenience of the HSS in accordance with procedures established by a majority vote of the Council, and shall suspend or terminate, as the case may be, the right of the member to all membership benefits of the HSS.

Section 5.  Meetings of Membership.  There shall be an annual meeting of the members of the HSS, for receiving annual reports and the transaction of other business.  Other meetings of the members of the HSS shall be held as designated by the Council.  Notice of such meetings shall be delivered, in a manner compliant with District of Columbia law, to each member of the HSS not less than ten (10) or more than fifty (50) days before the date of the meeting.  Special meetings of the members of the HSS shall be called by the President at any time upon written request by 10% of the voting members of the HSS.  Notice of such meetings shall be delivered, in a manner compliant with District of Columbia law, to each member of the HSS not less than ten (10) or more than fifty (50) days before the date of the meeting.  The members present at any meeting of the members of the HSS shall constitute a quorum.  Voting on all matters by members of the HSS, including the election of Council members and Officers, may be conducted by mail or any electronic means in compliance with District of Columbia law.

ARTICLE V

Council

            Section 1.  Management.  The business and the affairs of the HSS shall be directed, controlled, and managed by the Council, which is the governing body of the HSS.

Section 2.  Duties of the Council.  The Council shall manage the property and funds of the HSS and shall have the duty and authority to perform all acts consistent with these Bylaws, the Articles of Incorporation of the HSS, and any amendments thereto, and the laws of the District of Columbia.

Section 3.  Number and Term.  The Council shall consist of the six (6) elected Officers of the HSS (President, Vice President, Secretary, Treasurer, Editor (non voting), Executive Director (non voting)) and that number of elected Council members as determined by the Council from time to time (hereinafter referred to as “Council Members At-Large”), but there shall always be at least three (3) Council Members At-Large in addition to the elected Officers.  The terms of Council Members At-Large shall be staggered so that approximately one-third of the Council Members At-Large are elected each year.  Council Members At-Large shall serve a term of three (3) years, and are eligible for re-election for one (1) additional three (3) year term, provided that the terms are not served consecutively.

Section 4.  Election and Removal of Council Members At-Large. Council Members At-Large shall be elected by a plurality vote of HSS members.  A Council Member At-Large may be removed from office, with or without cause, by a two-thirds (2/3) vote of the voting members of Council or the majority vote of the members of the HSS.

Section 5.  Vacancies on the Council.  All vacancies on the Council shall be filled for the unexpired term by a majority vote of the Council.  Council members appointed to fill vacancies or to occupy positions resulting from an increase in the number of Council members shall serve until their successors are duly appointed and qualified.

Section 6.  Meetings.  The Council shall hold an annual meeting within or outside the District of Columbia. Notice of time and place of the annual meeting shall be delivered, in a manner compliant with District of Columbia law, to each member of the Council at least thirty (30) days prior to the date set for the annual meeting.  The Council may hold additional regular or special meetings within or outside the District of Columbia.  Notice of the time and place of the meeting shall be delivered, in a manner compliant with District of Columbia law, to each member of the Council at least two (2) business days prior to the meeting.  Special meetings of the Council may be called by the President or may be called at the request of not less than one-third (1/3) of the voting members of the Council.    Meetings of the Council may be held in person, by teleconference, or by any other manner in which the members of the Council can participate actively in discussions and deliberations, and such participation shall constitute presence in person at the meeting.

Section 7.  Quorum. A majority of the total number of the voting members of the Council then serving shall constitute a quorum, but, in case there is no quorum present, those present may adjourn the meeting from time to time until a quorum is obtained.  The vote of a majority of the voting members of the Council present at any meeting at which there is a quorum shall be the act of the Council, except as a larger vote may be required by the laws of the District of Columbia, the Articles of Incorporation, or these Bylaws.

Section 8.  Action by Unanimous Written Consent.  Any action required or permitted to be taken at any meeting of the Council may be taken without a meeting if a written consent of such action is signed by all voting members of the Council and such written consent is filed with the minutes of the proceedings of the Council.

ARTICLE VI

Officers

            Section 1.  Composition.  The Officers of the HSS shall be the President, the Vice-President, the Secretary, the Treasurer, the Editor (non voting), and Executive Director (non voting).  The Council may create other officer positions as it deems necessary and desirable.

Section 2.  Term and Election.  The members shall elect a Vice-President (President elect), a Treasurer, and a Secretary.  The Council shall elect an Editor (non voting), an Executive Director (non voting), and such other officers as the Council deems necessary and desirable.  The President and the Vice-President shall serve a term of two (2) years.  At the expiration of the President’s two (2) year term, the Vice-President shall become President.  The President shall not serve more than one (1) term consecutively, except when a vacancy in the office of President is filled by the Vice-President, in which case the Vice-President shall serve both the partially unexpired term and the full normal term as President.  The Secretary and the Treasurer shall serve for a term of two (2) years and shall be eligible for re-election for up to three (3) additional two (2) year terms.

Section 3.  Removal.  All Officers of the HSS may be removed from office, with or without cause, at any time by a two-thirds (2/3) vote of the voting Council members or the majority vote of the members of the HSS.

Section 4.  Vacancies.  A vacancy in any office, except President, shall be filled by a vote of a majority of the Council.  Officers elected to fill a vacancy shall serve for the unexpired term of the previous officer.

Section 5.  Duties of the President.  The President shall be the chief elected officer of the HSS, shall, subject to the control of the Council, have general supervision, direction, and control of the business affairs of the HSS, shall have the general powers and duties of management usually vested in the office of President, and shall have such other powers and duties as may be prescribed by the Council and by these Bylaws.  The President shall preside at meetings of the Council.

Section 6.  Duties of the Vice-President.  During the temporary absence of the President, the Vice-President shall serve as President pro tempore.  Duties shall be assigned by the President to the Vice-President that will further the mission and goals of the HSS.

Section 7.  Duties of the Secretary.  The Secretary shall attend all meetings of the Council, and shall preserve the full and correct minutes of the proceedings of all such meetings.  It shall be the duty of the Secretary to sign and execute all corporate documents and instruments whereupon the Secretary’s signature may be lawfully required. The Secretary may delegate this duty to the President, Treasurer, and/or the Executive Director. The Secretary shall also serve all notices required by law, these Bylaws, or by resolution of the Council.  The Secretary shall also perform such other duties as may be delegated by the Council.

Section 8.  Duties of the Treasurer.  The Treasurer shall keep or cause to be kept, in books belonging to the HSS, complete and accurate accounts of all receipts and disbursements, resources, and liabilities, and other valuable effects of the HSS.  The Treasurer shall render to the President and to the Council at its meetings, or whenever otherwise requested, correct statements and reports showing the financial condition of the HSS.  The Treasurer may sign corporate documents and instruments as necessary.  The Treasurer shall arrange for the performance of an audit and for the preparation of audited financial statements by a certified public accountant on behalf of the HSS, whenever directed to do so by the Council.

Section 9.  Duties of Other Officers.  Any other elected officers shall hold office for such term and have such duties as the Council prescribes from time to time.

ARTICLE VII

Committees

            Section 1.  Standing Committees. The HSS shall have the following standing committees: Executive Committee, Nominating Committee, and Finance Committee. The Executive Committee shall be chaired by the President and shall consist of the officers of the HSS and one Council Member At-Large, the latter elected annually by a plurality vote of the membership.  The Finance Committee shall consist of the Treasurer, who shall serve as the chair, and two (2) or more other members as appointed by the Executive Committee.  The Nominating Committee shall consist of one (1) Council Member At-Large, elected by the membership for one (1) one (1) year term of service, and four (4) other members, each elected by the membership for one (1) two (2) year term of service.

Section 2.  Executive Committee.  The Executive Committee shall, subject to the general control of the Council, have the powers and duties to manage the day-to-day affairs of the HSS.  The Executive Committee may approve disbursements, contracts, and other transactions having an annual financial value of $5,000 or less, in accordance with approved budgets and without further approval of the Council.  The Executive Director shall provide to the Council a biannual report of the Executive Committee’s activities.

Section 3.  Other Committees.  Both the Council and the Executive Committee shall have the power, by resolution adopted by a majority of its respective members, to designate one or more advisory committees. All such committees shall consist of at least one (1) Council Member At-Large and at least (2) other members. In addition, Council shall have the power, by resolution adopted by a majority of its members, to designate one or more board committees authorized to exercise powers of the Council.  All such committees shall consist exclusively of members of the Council.

Section 4.  Removal.  Any appointed member of a committee may be removed at any time with or without cause by a majority vote of the Council.

Section 5.  Vacancies.  Vacancies in the appointed membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6.  Quorum.  Unless otherwise provided in the resolution of the Council designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

Section 7.  Conference Call. Committee meetings may be held in person, by teleconference, or by any other manner in which all committee members can participate actively in discussions and deliberations, and such participation shall constitute presence in person at the meeting.

ARTICLE VIII

Contracts, Checks, Deposits and Funds

            Section 1.  Contracts.  The Council may authorize any officer or officers, or agent or agents of the HSS, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the HSS, and such authority may be general or confined to specific instances.

Section 2.  Checks, Drafts, etc.  All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the HSS shall be signed by such officer or officers, or agent or agents of the HSS, in such manner as shall from time to time be determined by the Council.  In the absence of such determination by the Council, such instruments shall be signed by the Treasurer and countersigned by a different person serving as an officer of the HSS.

Section 3.  Deposits.  All funds of the HSS shall be deposited from time to time to the credit of the HSS in such banks, trust companies, or other depositories as the Council may select.

Section 4.  Gifts.  The Council may accept on behalf of the HSS any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the HSS.

ARTICLE IX

Fiscal Year

            The fiscal year of the HSS shall begin on the first day of July and end on the last day of June in each year.

ARTICLE X

Indemnity

            The HSS shall indemnify members of the Council, officers, and other authorized employees or agents of the HSS against damages awarded against them, and expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being or having been such a member of the Council, officer, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable for misconduct in the performance of their duty.  Such rights of indemnification and reimbursement shall not be deemed exclusive or any other rights to which such member of the Council, officer, authorized employee or agents may be entitled under any Bylaw, agreement, or otherwise.

ARTICLE XI

Amendment to the Bylaws

            These Bylaws may be amended, altered, restated, or otherwise revised by the affirmative vote of two-thirds (2/3) of the voting Council, provided that the amendment or proposal shall first be transmitted to each member of the Council at least ten (10) days prior to the meeting at which it is proposed. Any amendment that has been passed by the Council shall be noticed to the members (by newsletter or other appropriate means). Any such duly adopted amendment by the Council shall become effective upon a majority vote of those members with voting rights who are present in person or by teleconference or by any other manner in which all members can participate actively in discussions and deliberations  at any subsequent meeting at which a quorum exists.

ARTICLE XII

Corporate Seal

            The Council shall provide a suitable seal containing the name of the HSS and the year in which it was first incorporated.  The seal shall be in the custody of the Executive Office.

 

Adopted this 22nd day of November, 2015.