American Society of Primatologists Constitution

Contents

 


ARTICLE 1. Name

The name of this organization is the American Society of Primatologists.

ARTICLE 2. Purpose

The purposes of this Society are exclusively educational and scientific. The goals of the Society are to promote and encourage the discovery and exchange of information regarding primates, including all aspects of their anatomy, behavior, development, ecology, evolution, genetics, nutrition, physiology, reproduction, systematics, conservation, husbandry, and use in biomedical research. The Society is established as a nonprofit corporation under the nonprofit laws, RCW24.03, of the State of Washington; the Society qualifies as an exempt organization in accordance with section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE 3. Membership

Any person engaged in scientific primatology or interested in supporting the goals of the Society may apply for membership in the Society. New applications for voting memberships must be endorsed by two voting members in good standing. The Membership and Finance Committee shall act on applications for membership; no decisions regarding membership shall be based on the sex, religion, or ethnic origin of an applicant. There shall be four classes of membership: Active Members (voting); Retired Members (voting); Student Affiliates (non-voting); and Honorary Affiliates (non-voting).

Membership may be terminated by:

  1. the member failing to pay dues in response to two successive annual dues notices. The second yearly notice shall warn the member of pending loss of membership. The Board of Directors will act upon information provided to it by the Treasurer concerning delinquency in dues payments.
  2. determination that a member has indulged in actions contrary to the purposes and goals of the Society or liable to inflict serious damage on the reputation of the society. The Board of Directors will act upon such allegations. The affected member shall be informed in writing of the charges and be given an opportunity to provide the Board a written response in defense of his/her actions. Written notification of the Board's decision shall be provided to the member.

ARTICLE 4. Board of Directors

The Board of Directors of the Society shall consist of the Officers of the Society and the Immediate Past President, except as otherwise provided in the Bylaws of the Society.

ARTICLE 5. Officers

Section 1. The Officers of the Society are:
  • President
  • President-Elect
  • Executive Secretary
  • Treasurer
Section 2. Duties
To perform the functions and responsibilities stated in the Constitution and Bylaws of the Society.
Section 3. Term
The term of office for all officers shall be for a two year period and shall begin at the end of the Business Meeting of the Society held after their election. The Secretary and Treasurer can be elected to one additional consecutive term.

ARTICLE 6. Executive Committee

The Executive Committee shall consist of the Board of Directors and the Chairs of the Standing Committees of the Society; the Executive Committee shall perform the functions and responsibilities stated in the Constitution and Bylaws of the Society.

ARTICLE 7. Standing Committees and Offices

Section 1. The following committees and offices shall be appointed by the President with the advice and consent of the Board of Directors, except as otherwise provided in the Constitution and Bylaws of the Society:
  • Membership and Finance Committee
  • Publication Committee
  • Research and Development Committee
  • Conservation Committee
  • Education Committee
  • Program Committee
  • Awards and Recognition Committee
  • Primate Care Committee
  • Media and Public Engagement Committee
Section 2. Duties
To perform the functions and responsibilities stated in the Constitution and Bylaws of the Society.
Section 3. Term
Committee members (including chairs) shall serve for the same period as the Presidents by whom they are appointed. Committee members may be reappointed, but they typically will not serve more than two consecutive terms on the same committee. In order to provide continuity of function, the Office of Society Historian may be reappointed indefinitely at the discretion of the President and Board of Directors.

ARTICLE 8. Ad Hoc Committees

Section 1. The following and additional ad hoc committees shall be appointed by the President of the Society as desirable to perform the Society's function:
  • Nominating Committee
  • Elections Committee
Section 2. Duties
To perform the functions and responsibilities stated in the Constitution and Bylaws of the Society.
Section 3. Term
Members of each ad hoc committee shall serve for the period necessary to complete the specific business for which the committee is appointed.

ARTICLE 9. Elections

Section 1. General Elections
Election of Officers of the Society shall be accomplished by mail and/or electronic balloting of the membership within six months prior to the meeting of the Society. The Nominating Committee shall provide the names of two or more candidates for each office who are members in good standing and who are willing to serve in the capacity for which they have been nominated. The Nominations Committee (and/or the Society webmaster) shall tabulate and record the vote and notify the candidates and the Executive Committee of the results. A simple majority of votes cast for each office shall be necessary for election.
Section 2. Special Elections
If an office becomes vacant before the end of the usual term, the Nominating Committee shall present to the membership by mail ballot the names of two qualified individuals willing to serve who are members in good standing, except that no Special Election shall be held within six months of a General Election. Offices shall be temporarily filled, pending election, by appointment of the President with the advice and consent of the Board of Directors. In the event of a Special Election, the Elections Committee shall tabulate and record the vote and notify the candidates and Executive Committee of the results. A simple majority of votes cast shall be necessary for election.

ARTICLE 10. Dues

Section 1. The Society shall be empowered to collect annual dues.
Section 2. The Board of Directors shall be empowered to change the amount of annual dues, within reasonable limits, as necessary to meet the financial needs of the Society.

ARTICLE 11. Amendments to the Constitution and Bylaws

Amendments to the Constitution or changes in the Bylaws may be proposed by the Executive Committee, the Board of Directors, by a majority vote at a Business Meeting, or by petition signed by at least 10% of voting members in good standing. Proposed amendments can be submitted to the membership by mail and/or electronic ballot at any time and must be confirmed by a two-thirds majority of those members returning marked ballots.

ARTICLE 12. Liaison

Other societies interested in primatology may be invited by the Executive Committee to a mutual exchange of nonvoting representatives. Individuals residing in geographical areas other than North America may be invited by the Executive Secretary to serve as Liaisons of the Society for the purpose of enhancing international communications and cooperation.

ARTICLE 13. Publication

Section 1. The Society shall be empowered to publish or arrange for publication of a newsletter for communication of information about the affairs of the Society
Section 2. The Society shall be empowered to publish or arrange for publication of a professional journal of primatology provided that the journal is made available to the membership at a reasonable cost, that high quality is enforced by peer review, the latency to publication is reasonably short, and that all standards of efficient communications are upheld.
Section 3. The Society shall be empowered to publish programs, program abstracts, and proceedings of meetings of the Society.
Section 4. The Society shall be empowered to receive income from the sale of its publications and from the sale of advertising space for relevant goods and services, provided that the sale of publications and advertising in the Society's publications is not for profit and that income from such sources shall be used exclusively for education and scientific purposes in accord with section 50 I(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law)

ARTICLE 14. General Prohibitions

Section 1. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the educational and scientific purposes of the Society as set forth in ARTICLE 2 of this document.
Section 2. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
Section 3. The Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 4. Notwithstanding any other provision of this document, this Society shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Society.

ARTICLE 15. Provisions for Dissolution

Section 1. In the event of dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Society, dispose of all the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for educational and scientific purposes as shall at the time qualify as an 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 of Directors shall determine.
Section 2. Any such assets as described in Section 1 of this ARTICLE not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society 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.