AAAS Constitution & Bylaws

1973 AAAS CONSTITUTION (Amended)
(Seventh; effective January 1, 1973; amended December 1977; December 1978; January 1988; January 1989; January 2014)

Article I. Name

Section 1. The name of this organization shall be the AMERICAN ASSOCIATION FOR THE ADVANCEMENT OF SCIENCE.

Article II. Objectives*

Section 1. The objectives of the American Association for the Advancement of Science are to further the work of scientists, to facilitate cooperation among them, to foster scientific freedom and responsibility, to improve the effectiveness of science in the promotion of human welfare, to advance education in science, and to increase public understanding and appreciation of the importance and promise of the methods of science in human progress.

Article III. Membership and Affiliation

Section 1. Members. Any individual who supports the objectives of the Association and is willing to contribute to the achievement of those objectives is qualified for membership. Members shall be eligible to hold elective positions in the Association and shall have the right:

(a) To vote for the President-Elect, other members of the Board of Directors, Council members, members of the Committee on Nominations, and members of the Nominating Committees of the Electorates; to nominate candidates for those positions by petition.

(b) To vote on the recall of elective members of the Board of Directors.

(c) To vote on amendments to the Constitution and to propose amendments to the Constitution and Bylaws by petition.

Section 2. Fellows. Any Member who is deemed to have made a meritorious contribution to the advancement of science may be elected a Fellow of the Association by the Council.

Section 3. Affiliated Organizations. Organizations that meet the criteria for affiliation which shall have been established by the Council may be elected by the Council as Affiliates of the Association. Affiliates shall have such privileges and obligations as the Board of Directors may determine.

Article IV. Electorates

Section 1. The Association shall be apportioned into no less than five Electorates for the purpose of electing members of the Council. Each Electorate shall have a Nominating Committee. Authority to determine the number and names of the Electorates shall be vested in the Council.

Article V. Sections

Section 1. The Association shall be organized in Sections in accordance with the interests of its Members. Each Section shall have a Section Committee. Authority to determine the Section structure shall be vested in the Council.

Article VI. Officers

Section 1. Elective Officers. The elective officers of the Association shall be the President-Elect, the President, the Chair of the Board (the retiring President), and eight Directors. In an annual general election, the President-Elect and two Directors shall be elected by the Members from slates of candidates presented by the Committee on Nominations. Such slates shall include any nominations made by petition, as prescribed in the Bylaws. The term of the President-Elect shall be three years; he or she shall serve in the second year as President and in the third year as Chair of the Board of Directors. The terms of the Directors shall be four years. Elective officers may not serve for more than eight consecutive years on the Board.

Section 2. Administrative Officers. The administrative officers of the Association shall be the Executive Officer, the Treasurer, the Section Secretaries, and such others as the Board of Directors may designate. All administrative officers except the Section Secretaries shall be appointed by the Board for such terms as it may determine. Each Section Secretary shall be appointed by the Section Steering Group for a term of four years.

Article VII. Council

Section 1. Duties. In furtherance of the objectives of the Association, the Council shall establish the general policies governing all programs of the Association. Its powers and responsibilities shall include the following:

(a) To review all programs of the Association, including meetings and publications, and to propose actions to the Board of Directors.

(b) To appoint and to supervise committees and commissions to aid the Council in the discharge of its responsibilities, and to terminate such committees and commissions as appropriate.

(c) To provide for the organization of the Association in Sections.

(d) To provide for the apportionment of the Association into Electorates.

(e) To authorize the establishment of regional and local organizations of the Association and to approve their bylaws and amendments thereto.

(f) To establish the criteria for affiliation and to elect organizations as Affiliates of the Association.

(g) To elect Fellows from among the Members of the Association.

(h) To propose to the Members of the Association the recall of elective members of the Board of Directors.

(i) To adopt resolutions and statements on matters affecting the Association.

(j) To propose amendments to the Constitution and to amend the Bylaws.

Section 2. Membership. The Council shall consist of (a) the members of the Board of Directors, (b) the retiring Section Chairs, (c) delegates from each Electorate, elected from among and by the members of the Electorate, (d) at least two delegates from the National Association of Academies of Science, and (e) one delegate from each Regional Division. Delegates shall serve terms of three years; they may serve a maximum of two consecutive terms. The President shall serve as chair of the Council; the Executive Officer shall serve as secretary.

Article VIII. Board of Directors

Section 1. Duties. In consonance with the general policies established by the Council, the Board of Directors (hereinafter called "the Board") shall conduct the affairs of the Association. Its powers and responsibilities shall include the following:

(a) To have, hold, and administer the property and funds of the Association.

(b) To appoint and to supervise committees to aid the Board in the discharge of its responsibilities, and to terminate such committees as appropriate.

(c) To determine the privileges of, and the dues and fees to be paid by, Members, Fellows, and Affiliates.

(d) To appoint the administrative officers, with the exception of the Section Secretaries.

(e) To adopt and to publish an annual budget for the Association and to arrange for an annual independent audit of its accounts.

(f) To conduct the publication program of the Association.

(g) To determine the time and place of meetings of, or meetings sponsored by, the Association, and to have general responsibility for the programs and arrangements for those meetings.

(h) To authorize public statements on behalf of the Association.

(i) To propose amendments to the Constitution and Bylaws.

(j) To report regularly to the Council on its actions.

Section 2. Membership. The Board shall consist of: the Chair of the Board, the President, the President-Elect, the Treasurer, the eight Directors elected for four-year terms, up to two Directors appointed by the eleven Elective Officers for three-year staggered terms, and the Executive Officer, ex officio, without vote. Appointed Directors shall provide special expertise needed by the Board, and may not serve more than six years on the Board. The Executive Officer shall serve as secretary.

Article IX. Amendments

Section 1. Amendments to the Constitution may be proposed by the Board, by the Committee on Council Affairs, by any member of the Council, or by petition signed by at least two hundred Members of the Association. Proposed amendments shall be submitted to the Committee on Council Affairs, through the Executive Officer, for presentation to and preliminary action by the Council. A duly proposed amendment shall be presented at the first Council meeting held sixty or more days after its submission and shall be published to the Members at least thirty days in advance of that meeting. A proposed amendment shall be submitted to the Members of the Association for mail ballot or by electronic means at the time of the next annual general election following the Council meeting at which it was presented if (a) a majority of the Council so votes or (b) it bears the signatures of one thousand or more Members of the Association. The mailing shall include a statement of the Council’s position regarding the proposed amendment. A proposed amendment shall require for its adoption a favorable vote of a majority of all Members or, failing that, of two-thirds of the Members who return ballots. A ratified amendment shall become effective upon its adoption.

Article X. Tax-Exempt Status

Section 1. The Association is nonstock and nonprofit. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its Directors, officers, or other private persons, except that the Association shall be authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objectives set forth in Article II of the Constitution. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office. Notwithstanding any of the provisions of the Constitution, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)2 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 2. If in any one year the Association is found to be a private foundation, then and in that event, its income for each such taxable year shall be distributed at such time and in such manner as not to subject the foundation to tax under Section 4942 of the Internal Revenue Code, and the foundation shall not engage in any act of self-dealing [as defined in Section 4941(d) of the Internal Revenue Code], and shall not retain any excess business holdings [as defined in Section 4943(c) of the Internal Revenue Code], and shall not make any investments in such manner as to subject the foundation to tax under Section 4944 of the Internal Revenue Code, and shall not make any taxable expenditures [as defined in Section 4945(d) of the Internal Revenue Code].

Article XI. Dissolution

Section 1. In the event of dissolution or termination of the Association, the Board shall, after the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the objectives of the Association, in such manner, or to such organization or organizations organized exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

BYLAWS

Article I. Membership and Affiliation

Section 1. Members. Members shall receive such publications, shall have such additional privileges, and shall pay such dues and fees as the Board may determine. A Member may be dropped from membership for nonpayment of dues.

Fifty-Year Members (Members who have paid dues for fifty years) and Life Members (Members who have paid a life membership fee of such amount as the Board shall have prescribed) shall be exempt from the payment of dues and shall retain all the rights and privileges of membership.

Section 2. Fellows. A Member whose efforts on behalf of the advancement of science or its applications are scientifically or socially distinguished and who has been a continuous member for the four year period leading up to the year of nomination, may, by virtue of such meritorious contribution be elected a Fellow by the Council. The Executive Officer shall annually present to the Council a slate of nominees for such election. Nominations may be made by the Steering Groups of the Section Committees (see Bylaw Article III, Section 3); by the Executive Officer; and by any three Fellows, provided that at least two of the three are not affiliated with the institution of the nominee.

To be included on the slate, a nomination — whatever its source — must have the approval of a majority of the members of the Steering Group of the Section Committee to which the nomination has been referred and must have no more than two members opposed. However, if the Steering Group of the Section Committee fails to approve a nomination by three Fellows or by the Executive Officer, the nominator(s) may appeal to the Committee on Council Affairs for review and possible reversal of that action. The number of nominees on the slate may not exceed 0.5 percent of the membership of the Association. The number of persons nominated annually by the Steering Group of a Section Committee may not exceed 0.4 percent of the membership who are enrolled in the corresponding Electorate as their primary Electorate.

Section 3. Affiliates. Each Affiliate shall enroll in from one to generally not more than five Sections of the Association, subject to the approval of the respective Section Committees, including that of Section Y-General Interest in Science and Engineering, with three exceptions: (i) If an Affiliate applies for enrollment only in Section Y, such enrollment shall be automatic. (ii) If an Affiliate’s application for enrollment in one or more Sections other than Section Y is not approved by at least one of those Sections, the Affiliate shall be enrolled automatically in Section Y. (iii) If an Affiliate’s application for enrollment in two or more Sections, one of which is Section Y, is not approved by one or more Sections other than Section Y, it shall be enrolled automatically in Section Y. Each Affiliate shall appoint a representative to the Section Committee of each Section in which it is enrolled; such representatives must be Members of the Association.

Failure of the Affiliate to appoint within one year a representative to at least one Section Committee will result in initiation of disaffiliation procedures. In addition, failure of the Affiliate to appoint within one year a representative to other Sections in which it is enrolled will result in automatic cancellation of enrollment in those Sections.

At three-year intervals, the Executive Officer shall communicate with all Affiliates to assure that they wish to continue their affiliation. If an Affiliate replies in the negative or fails to reply in due course, disaffiliation shall be automatic and the term(s) of its Section Committee representative(s) shall expire simultaneously with the lapse of affiliation.

Affiliated organizations that no longer meet the criteria for affiliation may be disaffiliated by the Council in accordance with procedures which shall have been established by the Council. Action on a motion to terminate affiliation may be taken only at a meeting of the Council. Such motion shall require for its adoption an affirmative vote of two-thirds of the members present.

Section 4. National Association of Academies of Science. The National Association of Academies of Science, a group composed of two representatives from each of the affiliated academies of science, shall serve as liaison among the academies and between the academies and the Council. It shall elect its officers for such terms as it shall prescribe and shall hold its meetings and otherwise conduct its affairs as it deems desirable. It shall at appropriate intervals elect two delegates to the Council, each of whom shall serve a term of three years. It shall not re-elect a delegate who is completing two consecutive terms.

Article II. Electorates

Section 1. The electorates shall be subsets of the twenty-four Sections of the Association (see Bylaw Article III), consisting of those Members who are enrolled as voting members of the Sections (see Section 3 of this Article).

Section 2. Prerogatives of Electorates. Each Electorate shall be entitled to elect (a) one or more delegates to the Council (one delegate if the Electorate has 2999 or fewer members, two delegates if it has from 3000 to 5999 members, and so on, thereby adding one delegate for each successive increment of 3000 members); (b) the six members of its own Nominating Committee (see Bylaw Article V, Section 3); (c) the Chair-Elect of the corresponding Section; and (d) the members-at-large of the corresponding Section Committee. The number of Council delegates per Electorate is based on the number of Members enrolled in each Electorate as their primary Electorate. At five-year intervals, on the basis of the number of Members then enrolled in each Electorate as their primary Electorate, the Council shall reconsider the validity of the formula which determines the number of Council delegates to be elected by the Electorates [see (a) above] and, when necessary to insure equitable representation of the Members, shall change the formula and amend the relevant portion of this Section accordingly.

Section 3. Prerogatives of Members of Electorates. Each Member may enroll in one to three Electorates, may vote in each Electorate in which he or she is enrolled, and shall be eligible for election by those Electorates to any position filled by vote of an Electorate, except that no Member may be nominated for office in more than one Section at a time.

Article III. Sections

Section 1. Authority to establish and terminate Sections shall be vested in the Council. The Sections of the Association are:

Section on Mathematics (A)

Section on Physics (B)

Section on Chemistry (C)

Section on Astronomy (D)

Section on Geology and Geography (E)

Section on Biological Sciences (G)

Section on Anthropology (H)

Section on Psychology (J)

Section on Social, Economic, and Political Sciences (K)

Section on History and Philosophy of Science (L)

Section on Engineering (M)

Section on Medical Sciences (N)

Section on Agriculture, Food, and Renewable Resources (O)

Section on Industrial Science and Technology (P)

Section on Education (Q)

Section on Dentistry (R)

Section on Pharmaceutical Sciences (S)

Section on Information, Computing, and Communication (T)

Section on Statistics (U)

Section on Neuroscience (V)

Section on Atmospheric and Hydrospheric Sciences (W)

Section on Societal Impacts of Science and Engineering (X)

Section on General Interest in Science and Engineering (Y)

Section on Linguistics and Language Sciences (Z)

Section 2. Section Committees.

(a) Function. The affairs of each Section shall be managed by a Section Committee. Each Section Committee shall promote the work of the Association in its own field and may organize subcommittees for that purpose. Under the general direction of the Section Secretary, and within the context of overall plans for scientific meetings of the Association, each Section Committee may arrange such Section contributions to those meetings as it deems desirable.

(b) Meetings. Each Section Committee shall meet at least once annually. The Section Chair shall preside at meetings of the Section Committee. If the Section Chair is unavailable at any session, the Section Chair-Elect shall preside. Three members of a Section Committee shall constitute a quorum. A Section Committee may arrange meetings to be held at places and times other than those of Association meetings, but may not incur financial obligation without prior approval of the Board.

(c) Membership. Each Section Committee shall consist of (i) the Section Officers: the retiring Section Chair, the Section Chair, the Section Chair-Elect, and the Section Secretary; (ii) four members-at-large; (iii) one representative of each Affiliate that is enrolled in the Section; and (iv) the Council Delegate(s) of the corresponding Electorate. The Section Chair-Elect shall be elected annually by the Electorate for a three-year term (the second year as Section Chair and the third year as retiring Section Chair) to begin immediately following the Annual Meeting held after the election. The Section Secretary shall be appointed by the Section Steering Group for a four-year term to begin immediately following the Annual Meeting held after the appointment. One member-at-large shall be elected annually by the Electorate for a four-year term to begin immediately following the Annual Meeting held after the election. Each representative of an Affiliate shall be appointed by the Affiliate for a three-year, renewable term.

(d) Representation on the Council. The Section Committee shall be represented on the Council by the retiring Section Chair.

(e) Vacancies. In the event of a vacancy in the position of retiring Section Chair, the Section Chair shall represent the Section Committee at the next Council meeting. In the event of a vacancy in the position of Section Chair, Section Chair-Elect, Section Secretary, or member-at-large, the Steering Group (see Section 3 of this Article) shall appoint a replacement for the remainder of the unexpired term. In the event of a vacancy in the position of representative of an Affiliate, the Affiliate shall appoint a replacement for the remainder of the unexpired term. Vacancies shall be filled, through the appropriate means, within a period of ninety days.

Section 3. Steering Groups of the Section Committees.

(a) Function. Each Section Committee shall have a Steering Group to (i) take action on policy matters between meetings of the Section Committee; (ii) annually submit to the Executive Officer for presentation to the Council an approved slate of nominees proposed for election as Fellows (see Bylaw Article I, Section 2); (iii) at four-year intervals, appoint the Section Secretary; (iv) in the event of a vacancy in the position of Section Secretary, Section Chair, Section Chair-Elect, or member-at-large, appoint a replacement for the remainder of the unexpired term.

(b) Membership. Each Steering Group shall consist of eight members: the retiring Section Chair, the Section Chair, the Section Chair-Elect, the Section Secretary, and the four members-at-large. The Section Chair shall serve as chair of the Steering Group; the Section Secretary shall be responsible for the fellowship nomination and review process.

Article IV. Officers

Section 1. Duties.

(a) The retiring President shall be a member of the Council and of the Executive Committee, and shall serve as Chair of the Board.

(b) The President shall be a member of the Board, of the Executive Committee, and of the Committee on Council Affairs, and shall serve as chair of the Council.

(c) The President-Elect shall be a member of the Board and of the Council, and shall serve as chair of the Committee on Council Affairs.

(d) The Executive Officer shall be a member of the Board without vote; a member of the Council, of the Committee on Council Affairs, of the Executive Committee, and of the Committee on Investment and Finance; shall serve as secretary of the Board, of the Council, and of the Committee on Council Affairs, and as staff officer of the Committee on Nominations; shall be in charge of the Association’s offices and shall manage the affairs of the Association in accordance with procedures prescribed by the Board; shall be custodian of the current operating funds; and shall have the authority to enter into contracts for the Association that have been approved by the Board or that are required for the conduct of the Association’s activities specifically provided for in the approved annual budgets.

(e) The Treasurer shall be a member of the Board, of the Council, and of the Committee on Investment and Finance, and shall be responsible for the control and administration of all investment funds; endowment, trust, and gift funds; and such other funds as the Board may designate.

(f) The Section Secretaries shall have general responsibility for the work of their Section Committees, arrangements for sectional contributions to scientific meetings of the Association, the fellowship nomination and review process within the Steering Groups of their Section Committees, and such other duties as may be assigned by the Executive Officer.

(g) The Section Chairs shall preside at meetings of their Section Committees, serve as chairs of the Steering Groups of their Section Committees, appoint the chairs of the Electorate Nominating Committees, and fill vacancies on the Electorate Nominating Committees.

(h) The retiring Section Chairs shall be members of the Council and serve as ex officio members and as chairs of the Electorate Nominating Committees.

Section 2. Requirement for Election or Appointment. Membership in the Association shall be a requirement for election or appointment (a) to the Board, the Council, the Section Committees, and the Committee on Nominations and (b) as officers of the Regional Divisions and the Local Branches.

Membership in the Electorate shall be a requirement for election as Council delegate of an Electorate, member of an Electorate’s Nominating Committee, Section Chair-Elect, Section Secretary, and member-at-large of a Section Committee.

Article V. Nominations and Elections

Section 1. Committee on Nominations.

(a) Function. The Committee on Nominations shall annually present to the Members for election by mail ballot, or by electronic means, at least two nominations for the position of President-Elect and for each additional position to be filled on the Board. It shall not nominate more than one person who is serving for a fourth consecutive year or longer on the Board. It shall not nominate any person who, if elected, would thereby serve for more than eight consecutive years on the Board.

In addition, the Committee shall annually present to members of the Council for election by mail ballot, or by electronic means, at least two nominations for each position to be filled on the Committee on Council Affairs by vote of the Council.

(b) Membership. The Committee on Nominations shall consist of nine members. Eight shall be elected by the Members of the Association from slates presented by the Committee on Council Affairs, for two-year terms; one shall be a member of the Board, appointed annually by the Board. No member shall serve for more than two consecutive years. The terms of four of the popularly elected members shall expire on the last day of the Annual Meeting. New members shall take office immediately following the Annual Meeting held after their election or appointment. The Committee shall annually select one of its members to serve as chair. The Executive Officer shall serve as staff officer of the Committee.

(c) Vacancies. In the event of a vacancy among the elected members of the Committee on Nominations, the Committee on Council Affairs shall appoint a replacement for the remainder of the unexpired term.

Section 2. Annual General Election Procedures. In an annual general election, slates bearing at least two nominations for each of the following positions shall be presented to the Members of the Association for election by mail ballot or by electronic means:

(a) President-Elect

(b) Elected Members of the Board

(c) Members of the Committee on Nominations.

Nominations for (a) and (b) shall be presented by the Committee on Nominations (see Section 1 of this Article). Nominations for (c) shall be presented by the Committee on Council Affairs [see Bylaw Article VI, Section 1 (a)].

Slates of nominees for positions (a), (b), and (c) shall be published to the Members at least sixty days in advance of the issuance of ballots. Additional names may be placed in nomination for any of these positions by petition of at least one hundred Members submitted to the Executive Officer within forty-five days following such publication. Biographical information concerning the nominees shall be published at or about the time ballots are issued.

Section 3. Nominating Committees of the Electorates.

(a) Function. Each Electorate shall have a Nominating Committee which shall at appropriate intervals present to the members of the Electorate for election by mail ballot, or by electronic means, slates of nominees for the following positions:

(i) Council delegates of the Electorate

(ii) Members of the Electorate’s Nominating Committee

(iii) Section Chair-Elect

(iv) Member-at-large of the Section Committee.

At least two nominations shall be presented for each position to be filled. A Nominating Committee shall not renominate a Council delegate who is completing two consecutive terms or a retiring member of the Nominating Committee.

(b) Membership. The Nominating Committee of each Electorate shall consist of six members elected by the Electorate for three-year terms. The retiring Section Chair shall serve as ex officio member and as chair of the Electorate Nominating Committee. Retiring members shall not be eligible for immediate re-election. The terms of two members shall expire on the last day of the Annual Meeting. New members shall take office immediately following the Annual Meeting held after their election.

(c) Vacancies. In the event of a vacancy on an Electorate’s Nominating Committee, the appropriate Section Chair shall appoint a replacement for the remainder of the unexpired term.

Section 4. Annual Election Procedures of the Electorates. In an annual election, slates bearing at least two nominations for each of the following positions which are to be filled shall be presented to the members of each Electorate for election by mail ballot or by electronic means:

(a) Council delegates of the Electorate

(b) Members of the Electorate’s Nominating Committee

(c) Section Chair-Elect

(d) Member-at-large of the Section Committee.

Nominations for these positions shall be presented to each Electorate by its Nominating Committee [see Section 3 (a) of this Article].

Slates of nominees for these positions shall be published to the Members at least sixty days in advance of the issuance of ballots. Additional names may be placed in nomination for any of these positions by petition of at least fifty members of an Electorate submitted to the Executive Officer within forty-five days following such publication. Biographical information concerning the nominees shall be published at or about the time ballots are issued.

Section 5. Nomination by Petition. Any petition to place additional names in nomination for any position to be filled through election by the Members or by the Electorates shall be accompanied by a curriculum vitae of the nominee and the nominee’s statement of acceptance of nomination.

Article VI. Council

Section 1. Committee on Council Affairs.

(a) Function. The Committee on Council Affairs shall serve as the executive committee of the Council. It shall (i) prepare the agenda for meetings of the Council; (ii) receive or initiate, coordinate, and advise the Council on reports of Council committees, resolutions, and proposed actions submitted for consideration by the Council; (iii) review applications for affiliation with the Association and petitions to terminate affiliation, and make recommendations thereon to the Council; (iv) at three-year intervals, review the process for nominating and electing Fellows, and make recommendations thereon to the Council; (v) annually present to the Members of the Association for election by mail ballot, or by electronic means, at least two nominations for each position to be filled on the Committee on Nominations through election by the Members. In addition, the Committee may (i) recommend to the Council appropriate changes in the Constitution and Bylaws; (ii) establish, charge, and, when appropriate, terminate committees to report to the Council on any aspect of Association policy or program or on other matters affecting the advancement of science; (iii) recommend to the Council that it establish and, when appropriate, terminate such committees.

(b) Membership. The Committee on Council Affairs shall consist of eleven members: the President; the President-Elect, who shall serve as chair; the Executive Officer, who shall serve as secretary; and eight members elected from among and by the Council delegates, from slates presented by the Committee on Nominations, for two-year, renewable terms. The terms of four of the eight elected members shall expire on the last day of the Annual Meeting. New members shall take office immediately following the Annual Meeting held after their election.

(c) Vacancies. In the event of a vacancy among the elected members of the Committee on Council Affairs, the Committee shall appoint a replacement for the remainder of the unexpired term.

Section 2. Terms of Council Members. The terms of Council members are stated in Constitution Article VII, Section 2. New members shall take office immediately following the Annual Meeting held after their election.

Section 3. Vacancies on the Council. In the event of a vacancy in the position of a Council delegate, the appropriate nominating committee shall fill the vacancy for the remainder of the unexpired term.

Section 4. Council Meetings. The Council shall meet at least once annually. It may hold special meetings at the call of the President or upon the written request of at least one-fourth of the members of the Council submitted to the Executive Officer. If the President is unavailable at any session, the President-Elect shall preside. If neither is available, the Council members in attendance shall elect a chair for that session. One-half of the members of the Council shall constitute a quorum.

Section 5. Meeting Procedures. Matters to be included on the agenda for action at any regular or special meeting of the Council shall be submitted in writing to the Executive Officer at least sixty days in advance of the meeting. The Executive Officer shall refer such matters to the Committee on Council Affairs for possible inclusion in the written agenda for the meeting.

A matter not included in the written agenda for the meeting may be taken up by the Council only if:

(a) It was submitted in writing at least sixty days in advance and is brought up for consideration by a member of the Council under the item "new business."

(b) Although not submitted in writing at least sixty days in advance, (i) it is brought up for consideration by a member of the Council under the item "new business," and two-thirds of the members present vote to take it up, or (ii) it was proposed by the Board or by the Committee on Council Affairs. In recognition that urgent matters may arise within the sixty days immediately preceding a meeting of the Council, the Committee on Council Affairs shall meet on the day before the Council Meeting at the Annual Meeting to review such matters submitted in writing to the Executive Officer and, by majority vote of the members present, shall determine whether these matters will be included on the agenda as additional items for consideration by the Council. In submitting such matters to the Executive Officer, their proponents shall explain in writing why submission was not made at least sixty days in advance of the Council meeting.

Any matter taken up by the Council shall be considered adopted if a majority of the members present vote in favor of it, with five exceptions: (i) A resolution shall require an affirmative vote of two-thirds of the members present. (ii) A motion to terminate affiliation shall require an affirmative vote of two-thirds of the members present. (iii) A proposed amendment to the Bylaws shall require an affirmative vote of a majority of the entire Council. (iv) A proposed amendment to the Constitution shall require for its submission to the Members of the Association for mail ballot, or by electronic means, an affirmative vote of a majority of the entire Council. (v) A motion to recall an elective member of the Board shall require for its submission to the Members of the Association for mail ballot, or by electronic means, an affirmative vote of three-fourths of the members present.

By ruling of the presiding officer, or on motion of any Council member supported by at least one-third of the Council members present and voting, any matter on the agenda that has not yet come to vote, with the exceptions of a proposed amendment to the Constitution or a motion to recall an elective member of the Board, may be submitted to the entire Council membership for a mail ballot, or by electronic means, and shall require for its approval a favorable vote of a majority of the Council members, except that a resolution shall require for its adoption a favorable vote of two-thirds of those members.

Section 6. Interim Procedures. During intervals between Council meetings, members of the Council may be polled by mail on matters of Council business, except as precluded by the Constitution and Bylaws, when so authorized by action of the Council, of the Committee on Council Affairs, or of the Board, or on petition signed by at least one hundred Members of the Association and submitted to the Executive Officer. If such a matter involves external action by officers or other representatives of the Association, a summary of arguments for and against the proposed action, approved by the President, shall be submitted with it.

Article VII. Board of Directors

Section 1. Meetings. The Board shall hold at least four meetings a year. It may convene in additional meetings at the call of the Chair or upon agreement of a majority of its members. If the Chair is unavailable at any session, the President or President-Elect shall preside. A simple majority of voting members of the Board shall constitute a quorum.

Section. 2. Executive Committee.

(a) Function. The Executive Committee shall act on behalf of the Board between meetings of the Board. All actions taken by the Committee shall be submitted for review and possible further action at the next following meeting of the Board.

(b) Membership. The Executive Committee shall consist of the Chair of the Board, the President, the Executive Officer, and other members of the Board elected annually by the Board.

Section 3. Terms of Board Members. The terms of Board members are stated in Constitution Article VI, Section 1. New members shall take office immediately following the Annual Meeting held after their election.

Section 4. Vacancies on the Board. Within sixty days of the occurrence of any vacancy in an elective position on the Board, the Board shall fill the vacancy for the remainder of the unexpired term.

Section 5. Recall of Elective Members of the Board. Individual elective members of the Board may be recalled by action initiated by any Council member at any Council meeting. If at least three-fourths of the Council members in attendance at the meeting so vote, a proposal to recall shall be submitted, within thirty days of the meeting, to the Members of the Association for mail ballot, or by electronic means. A proposal to recall shall require for its adoption an affirmative vote of a majority of all Members or, failing that, of two-thirds of the Members who return ballots, provided that the number of affirmative votes cast is no less than two-thirds of the number of ballots cast in the election at which the Board member was elected. If the vote is to recall, the recall shall become effective at the close of the balloting.

Article VIII. Financial Administration

Section 1. Control and Administration. The deposit, investment, and disbursement of all funds shall be subject to the direction of the Board. The Executive Officer shall be custodian of the current operating funds. The Treasurer shall be responsible for the control and administration of all investment funds; endowment, trust, and gift funds; and such other funds as the Board may designate.

Section 2. Accounting. All incoming funds shall be received by the Executive Officer, entered in the Association’s books, and deposited or invested as shall have been prescribed by the Board. The Executive Officer shall keep proper accounts of all financial transactions of the Association. The accounts of the Association shall be audited annually by a certified public accountant selected by the Board.

Section 3. Budget. The Board shall annually adopt a budget allocating funds of the Association for the purpose of carrying out the objectives of the Association.

Section 4. Contracts. The Executive Officer is empowered and authorized to enter into contracts for the Association that have been approved by the Board or that are required for the conduct of the Association’s activities specifically provided for in the approved annual budget.

Section 5. Checks. Checks drawn on the accounts of the Association shall bear the signature of any one of several individuals whom the Board shall have authorized to sign checks on behalf of the Association.

Section 6. Fiscal Year. The fiscal year of the Association shall be from January 1 through December 31.

Section 7. Committee on Investment and Finance.

(a) Function. The Committee on Investment and Finance shall make recommendations to the Board on the investment of the Association’s funds and on financial questions.

(b) Investment Portfolio. The securities of the Association may be bought, sold, or exchanged upon the oral order of the Treasurer or, by his written delegation, the Executive Officer or the chair or the vice-chair of the Committee on Investment and Finance. Such an oral order shall be followed promptly by written confirmation signed by the Treasurer or the Executive Officer.

(c) Membership. The Committee on Investment and Finance shall consist of the Treasurer, the Executive Officer, and other members appointed by the Board. Each appointed member shall serve a term of three years.

Article IX. Publications

Section 1. The publications of the Association shall be those specified by the Board. They shall be issued in such manner as the Board may direct.

Article X. Scientific Meetings

Section 1. The Association shall hold an Annual Meeting and may hold other scientific meetings at such times and places as the Board shall have determined. The programs and arrangements for the Association’s meetings shall be under the general cognizance of the Board.

Article XI. Committees

Section 1. Standing Committees. The standing committees of the Association are:

(a) Committee on Nominations (see Bylaw Article V).

(b) Committee on Council Affairs (see Bylaw Article VI).

(c) Executive Committee (see Bylaw Article VII).

(d) Committee on Investment and Finance (see Bylaw Article VIII).

Section 2. Other Committees.

(a) Committees may be established, charged, and, when appropriate, terminated by the Council, by the Board, and by the Committee on Council Affairs, as provided in Articles VII and VIII of the Constitution and in Article VI of the Bylaws, respectively. In its charge to a committee, the appointing body shall make explicit the term of the committee’s effective life. The appointing body may subsequently extend that term if, in its judgment, such extension is desirable. The appointing bodies shall annually review the activities of their committees and, where appropriate, shall provide for rotation of committee membership.

(b) Nominating Committees of the Electorates are described in Bylaw Article V, Section 3.

(c) Section Committees are described in Bylaw Article III, Section 2.

(d) Steering Groups of the Section Committees are described in Bylaw Article III, Section 3.

Article XII. Regional Divisions and Local Branches

Section 1. Regional Divisions and Local Branches of the Association may be established and terminated by the Council. Each Regional Division and Local Branch shall be organized and operated exclusively to carry out, within its respective territory, the objectives of the Association. The Regional Divisions and Local Branches are:

(a) the Pacific Division, which consists of Members of the Association resident in Washington, Oregon, California, Idaho, Nevada, Utah, Montana west of the continental divide, and Hawaii, and those countries, trusts, and other territories lying within or bordering the Pacific Basin not included in the definition of territory of other Divisions of the Association, and Alberta and British Columbia, Canada, (established in 1915);

(b) the Southwestern and Rocky Mountain Division, which consists of Members of the Association resident in Arizona, Colorado, Kansas, Nebraska, New Mexico, North Dakota, Oklahoma, South Dakota, Texas, Wyoming, Montana east of the continental divide, and Sonora and Chihuahua, Coahuila and Nuevo Leon, Mexico, and Saskatchewan and Manitoba, Canada, (established in 1920);

(c) the Arctic Division, which consists of Members of the Association resident in Alaska, Yukon, and Northwest Territories and others who meet such requirements as may be established by the Division and approved by the Council of the Association (established in 1951);**

(d) the Caribbean Division, which consists of Members of the Association resident in all the islands and countries in or bordering on the Caribbean Sea, including Mexico’s Yucatan Peninsula, (established in 1984); and

Section 2. Government. Each Regional Division and Local Branch shall make bylaws for its own government which shall be subject to the approval of the Council of the Association and shall not be inconsistent with the Constitution and Bylaws of the Association. Such bylaws and amendments thereto shall be submitted to the Council, through the Executive Officer of the Association, for approval. Each Regional Division and Local Branch shall elect its officers for such terms as it shall prescribe and shall hold its meetings and otherwise conduct its affairs as it deems desirable, subject to the relevant provisions of the Bylaws of the Association and to such special provisions as the Council of the Association may establish. Each Regional Division and Local Branch shall annually submit to the Board a financial statement and a written report of its activities in a form prescribed by the Executive Officer.

Section 3. Finances. Each Regional Division and Local Branch may annually submit to the Board its proposed budget for the following year. Such budgets shall be comprehensive statements; they shall include estimates of all anticipated expenses, whatever their nature, and all expected income, whatever its source. The Board shall review such proposed budgets and allocate funds for those budget items, in such amounts, as it deems appropriate.

Article XIII. Participating Organizations

Section 1. Organizations whose activities are planned and directed in close relationship with those of the Association may, upon recommendation by the Board and approval by the Council, be designated Participating Organizations. The Board may review the policies of a Participating Organization at any time and make recommendations thereon to the Participating Organization. The Participating Organization shall be invited to have a representative in attendance at such a review. The Participating Organizations are:

(a) the Gordon Research Conferences (designated in 1955).

Article XIV. Official Statements

Section 1. The Association shall not be responsible for statements or opinions advanced by any of its officers, or presented in papers or in discussions at meetings of the Association or its Sections, committees, Regional Divisions, or Local Branches, or printed in its publications, except for those authorized by the Board or by the Council.

Article XV. Parliamentary Authority

Section 1. Robert’s Rules of Order, except when inconsistent with the Constitution and Bylaws of the Association, shall govern the meetings of the Council, Board, Sections, and committees.

Article XVI. Amendments

Section 1. Amendments to the Bylaws may be proposed by the Board, by the Committee on Council Affairs, by any member of the Council, or by petition signed by at least one hundred Members of the Association. Proposed amendments shall be submitted to the Committee on Council Affairs, through the Executive Officer, for presentation to and action by the Council. A proposed amendment, if intended for presentation at a Council meeting, must be submitted at least thirty days in advance of the meeting. The Committee on Council Affairs shall present all duly proposed amendments to the Council, either at a meeting (provided that copies have been distributed to the Council members in advance) or by mail. Whether presented at a meeting or by mail, a proposed amendment shall require for its adoption a favorable vote of a majority of the entire Council. If a proposed amendment fails of adoption at a meeting of the Council, the Committee on Council Affairs may subsequently submit it to the entire Council for mail ballot or by electronic means. Such submission shall include a statement of the Committee on Council Affairs’ position regarding the proposed amendment. A ratified amendment shall become effective upon its adoption.

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*The AAAS Council amended Article II in December 1977 to include "to foster scientific freedom and responsibility" and again in January 1989 to include "to advance education in science".

**The original Alaska Division was changed to the Arctic Division in 1982.