The American Association for the Advancement of Science (the “Association”) held a special meeting of the members on September 16, 2022, to approve amendments to the Charter of the Association that collectively permits the Association’s Board of Directors to adopt, without further action, future amendments to the Association’s Constitution and Bylaws and permit meetings of the Association’s members to occur anywhere in the United States. The amendments to the Charter were approved by a supermajority of the voting members, and subsequently filed with and accepted by the Massachusetts Secretary of the Commonwealth.
The final step to permit the Association’s Board of Directors to adopt, without further action, future amendments to the Association’s Constitution and Bylaws is to present for a vote an amendment to the Constitution and Bylaws to grant such power to the Association’s Board of Directors. Notwithstanding this amendment, the members will continue to share the right to propose and adopt amendments to the Bylaws and Constitution. If this amendment takes effect, notice of any future amendments to the Constitution or Bylaws approved by the Board of Directors must be provided to members following such approval. Under the Association’s governing documents following the adoption of this proposed amendment, members will retain the right to:
- Overturn any Constitutional or Bylaws amendments approved by the Board
- Amend the Constitution and Bylaws without the Board taking prior action
- Remove elected members of the Board of Directors
- Elect new Directors
Amendments to the Constitution and Bylaws of the Association
The proposed resolution regarding an amendment to the Constitution (Article IX, Section 1) of The Association is attached as Exhibit A1.
The proposed resolution regarding amendments to the Bylaws (Article XVI, Section 1) of The Association is attached as Exhibit A2.
The amendments to the Constitution and Bylaws will permit the Board of Directors of the Association to adopt amendments to the Association’s Constitution and Bylaws, a power that remains shared with the members.
Exhibit A-1
Amendments to the Constitution
[Existing Constitution Amendment provision (FOR REFERENCE ONLY):
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.]
Replacement language for approval:
Article IX. Amendments
Section 1. This Constitution may be altered, amended or repealed at any annual or special meeting of the members, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of a majority of the members in attendance, in person or by proxy, at such meeting. This Constitution may also be altered, amended or repealed by vote of a majority of the directors then in office, except with respect to any provision thereof which by law, the articles of organization, the Constitution or the Bylaws requires action by the members. Not later than the time of giving notice of the meeting of members next following the amending or repealing by the directors of the Constitution, notice thereof stating the substance of such change shall be given to all members. If the Constitution is so altered, amended or repealed by the directors, such provisions of the Constitution may be further altered or amended or reinstated by the members in the above manner.
Exhibit A-2
Amendments to the Bylaws
[Existing Bylaws Amendment provision (FOR REFERENCE ONLY):
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]
Replacement language for approval:
Article XVI. Amendments
Section 1. These Bylaws may be altered, amended or repealed at any annual or special meeting of the members, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of a majority of the members in attendance, in person or by proxy, at such meeting. These Bylaws may also be altered, amended or repealed by vote of a majority of the directors then in office, except with respect to any provision thereof which by law, the articles of organization, the Constitution or the Bylaws requires action by the members. Not later than the time of giving notice of the meeting of members next following the amending or repealing by the directors of the Bylaws, notice thereof stating the substance of such change shall be given to all members. If the Bylaws are so altered, amended or repealed by the directors, such provisions of the Bylaws may be further altered or amended or reinstated by the members in the above manner.