BY-LAWS OF THE BEHAVIOR GENETICS ASSOCIATION (CORPORATION ASPECTS)
Adopted April 1973 Revised June 8, 1974 Revised March 20, 1975 Revised October, 1981 Revised June 6, 1990 Revised July 5, 1992 Revised July 12, 1997 Revised July 5, 2002 Revised July 28, 2003 Revised July 02, 2005 Revised September 15, 2009, Revised July 30, 2013, Revised April 14, 2015, Revised August 24, 2015
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The purposes of the corporation as stated in its certificates of incorporation are:
(a) To promote the scientific study of the interrelationship of genetic mechanisms and human and animal behavior through sponsorship of scientific meetings, publications, and communications among and by members of the corporation;
(b) To encourage and aid the education and training of research workers in the field of behavior genetics;
(c) To aid in dissemination and interpretation to the general public, of knowledge concerning the interrelationship of genetics and behavior, and its implications for health, human development, and education;
(d) To receive and maintain a fund or funds and to administer and apply the income and principal thereof within the United States of America for the foregoing purposes.
The corporation also has such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois.
The corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the board of directors may from time to time determine. Unless contrary information is published by the corporation, it is to be assumed that the principal working office of the Association is the office of the current Secretary of the Association.
SECTION 1. CLASSES OF MEMBERS. The corporation shall have three classes of members. The designation of such classes and the qualifications of the members of such classes shall be as follows:
(a) REGULAR MEMBERS. Members shall be persons who subscribe to the purposes of the corporation who are engaged in teaching or research related to behavior genetics or are pursuing post-doctoral training in an area related to behavior genetics. Application for membership and a check for current dues, made out to “Behavior Genetics Association”, should be sent to the Treasurer.
(b) ASSOCIATE MEMBERS. A student in good standing at a recognized college or university may apply for associate membership provided his/her application is endorsed by a regular member. Associate membership applications plus check for Associate Membership dues made out to “Behavior Genetics Association” should be sent to the Treasurer. When an associate member completes her/his professional degree, she/he will be changed to regular membership.
(c) EMERITUS MEMBERS. Retired members of the association are officially identified as emeritus members of the association, after their notification to the Secretary that they have retired.
SECTION 2. ELECTION OF MEMBERS. Members shall apply for membership by submitting an application to the Treasurer. Membership requires sponsorship by a current active society member. In the event that the applicant does not list a sponsor, the Treasurer will consult the Board of Directors to make a decision about processing membership. At least annually, the board of directors or the business meeting will consider applications for membership in the Association. A majority vote of the directors or of the members constituting a quorum at the business meeting shall be required for election to membership. Ordinarily, interim membership will be granted until an official vote is conducted. Those granted regular or associate membership will be so notified by the Treasurer. Retired members who wish to change to emeritus membership should notify the Treasurer.
SECTION 3. VOTING RIGHTS. Each member shall be entitled to one vote on each matter submitted by the board of directors to a vote of the members.
SECTION 4. TERMINATION OF MEMBERSHIP. Members who shall be in default in the payment of dues for the period fixed in Article XI of the by-laws shall be dropped from membership. Such persons will be reinstated to full membership upon payment of all back dues without reapplying for admission. Membership may also be terminated at the initiative of the board of directors, following an opportunity for a hearing before the board, and upon agreement of a two-thirds majority of association members voting in a mail ballot.
SECTION 5. RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION 6. REINSTATEMENT. Members resigned from or dropped from membership for any reason except default in payment of dues must reapply in order to reinstate membership.
SECTION 7. TRANSFER OF MEMBERSHIP. Membership in this corporation is not transferable or assignable.
Meetings of Members
SECTION 1. ANNUAL MEETING. An annual meeting of the members shall be held at a time to be determined by the board of directors.
SECTION 2. SPECIAL MEETING. Special meetings of the members may be called by the board of directors.
SECTION 3. PLACE OF MEETING. The board of directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
SECTION 4. NOTICE OF MEETING. Written or printed notice stating the meeting of members shall be delivered, either personally or by hard copy or electronic mail, to each member entitled to vote at such meeting, at least six months before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In cases of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at her/his address as it appears on the records of the corporation, with postage thereon prepaid.
SECTION 5. INFORMATION ACTION BY MEMBERS. By written petition of ten percent of the membership received within sixty days following a business meeting, the Secretary may be directed to submit any action taken in the business meeting to the membership by mail or electronic ballot for notification. If supported by a majority of the marked ballots returned, the action shall stand; otherwise, it shall be declared null and void.
SECTION 6. QUORUM. The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such a meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Board of Directors
SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by its board of directors and executive committee. From time to time the board may refer certain matters to the business meeting, to obtain the advice of the members.
SECTION 2. NUMBER, TENURE AND QUALIFICATION. The number of directors shall be nine, including the elected officers and three directors-at-large (one of whom shall represent the regular membership, one the associate membership, and one members from outside North America). A President-elect shall be elected each year; the following year he/she becomes President, and the year after that he/she will become Past President. The Secretary and Treasurer shall each be elected to a three-year term. The Information Officer shall be elected to a three-year term. Directors-at-large are to be elected for three-year terms, following the procedures described below for the election of officers. Terms shall be staggered as much as feasible, to enhance continuity of the board.
SECTION 3. REGULAR MEETINGS. A regular annual meeting of the board of directors shall be held without other notice than this by-law, immediately before or after, and at the same place as, the annual meeting of members. The board of directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the board without other notice than such resolution. The board may choose to invite non-voting observers to its meetings. Ordinarily, newly elected board members will attend board meetings as non-voting observers until the close of the annual business meeting at which they become voting board members; ordinarily, outgoing board members will attend the board meeting just after the annual business meeting at which they finished their term on the board, as nonvoting observers. Ordinarily, the Editor, Behavior Genetics, will attend board meetings as a non-voting observer.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the President or any two directors. Reasonable notice of each such meeting shall be given to each director by mail, telephone, telegraph, or personally. A special meeting of the board of directors may be conducted by teleconference call.
SECTION 5. QUORUM. A Quorum for the board of directors shall be five members. If less than five directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum shall be present.
SECTION 6. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these by-laws.
SECTION 7. VACANCIES. In case any vacancy occurs in the board of directors between elections, the President shall be empowered and obligated to appoint a director to complete the unexpired term.
SECTION 8. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
SECTION 1. OFFICERS. The officers of the corporation shall be the President, the President-Elect, the Past President, the Secretary, the Treasurer, and the Information Officer.
SECTION 2. ELECTION. Prior to the annual board meeting before the annual business meeting, the President and Past President shall decide on names to submit to the board for consideration as candidates for upcoming Association directors positions. Ordinarily, they will submit two names for each office or directorship whose incumbent has one year of service remaining. The President and Past President will obtain permission from each person whom they wish to nominate. In its capacity as nominating committee for the Association, the board will receive the nominee list from the President and Past President, add other nominees (with permission of each nominee) if it wishes, and then vote on a list of two candidates for each office or directorship becoming vacant. Names of those nominated by the board will be read at the annual meeting of the members and additional nominations will be solicited from the floor. Nominations for any office in the corporation can be made from the membership (with the exception that associate members can be elected only to the office of director representing associate members), when supported by five regular, associate, or emeritus members in good standing, and when the person nominated has agreed to stand for office. In the event that less than two nominees for a given office shall accept nomination, the President shall be empowered and required to obtain the names of additional member(s) willing to stand for office. An election shall be held by mail or electronic ballot, posted at least four months prior to the next annual meeting for the purpose of electing one of those nominated to each office. Voting will be closed at least 60 days after the mailing/electronic posting of the election, and the closing date for the final count of ballots will be clearly marked. The candidate with a simple plurality shall be declared the winner. Ties will be resolved by lot. Names of the newly elected officers shall be announced by hard copy or electronic mail. Results of the election will not become official until approved by the membership at the annual membership meeting.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. VACANCIES. In case of a vacancy in any office between elections, the President shall be empowered and obligated to appoint an officer to complete the unexpired term.
SECTION 5. PRESIDENT. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/She shall preside at all meetings of the members and of the board of directors. He/She may sign, with the Secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. The Secretary and the President bear the responsibility of deciding upon the appropriate use of the association’s mailing list, including by persons from outside the Association. In general, mailings from outside the Association will be posted through a member of the BGA board of directors.
SECTION 6. VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the President-Elect (or in his absence the Past President) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
The President-Elect ordinarily will serve as the Program Chairperson, for the annual scientific meeting.
The Past President ordinarily will serve as the Chairperson for the Awards Committees. The two next most recent Past Presidents will serve as members on the Dobzhansky Award Committee and Fuller/Scott Award Committee.
The Directors-at-Large will serve on the Thompson Award Committee and the Rowe Award Committee–ordinarily with the Past President, as Committee Chairperson.
SECTION 7. TREASURER. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the board of directors shall determine. She/He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these by-laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the board of directors. A treasurer’s audit will be accomplished jointly by the incoming and outgoing treasurers. An accountant may be hired to complete required government financial reporting forms, for a fee not to exceed $1000 unless further authorized by the board. The treasurer also acts as chair of the Membership Committee which consists of all members of the Executive Committee. The duties shall be to seek new members for the Association, to receive applications for membership, to recommend new members to the Board of Directors of the Executive Committee, and to inform applicants of the interim action of the Committee regarding their membership. After approval of memberships by the board, the Secretary will notify the new regular and associate members.
SECTION 8. SECRETARY. The secretary shall keep the minutes of the meetings of members and of the board of directors; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register of the post office address of each member which shall be furnished to the Treasurer by such member and subsequently provided to the Secretary; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the board of directors. The Secretary shall also act as a personnel placement officer for members of the Association. The Secretary and the President shall share the responsibility to decide on appropriate use of, and costs of, the Association’s mailing list. The Secretary and/or Treasurer will notify new members when their membership has been approved by the board or by the membership at the business meeting.
SECTION 9. INFORMATION OFFICER. The information officer shall oversee and institute the maintenance and upgrading of the Association website, including social media platforms if deemed appropriate and necessary. More specifically, the Information Officier a) works with the Secretary and Treasurer to provide timely website updates regarding the annual meeting information, registration and dues payments, b) posts job vacancies, and event announcements, c) keeps a log of all updates and detailed instructions for website maintenance, d) liases with the Secretary and the Association listserve in order to post pertinent Association materials online, e) handles information requests via the website, and f) in general performs all duties incident to the office of the Information Officer and such other duties as from time to time may be assigned to him/her by the President of by the board of directors.
The board of directors may constitute and appoint committees with such powers and authority as the board shall designate.
The following standing committees shall be appointed by the President with the advice and consent of the board. Chairpersons of these committees shall be designated in the same manner. The Editorial Board may have a journal editor and as few or as many Associate Editors as the Editor and President and the board deem appropriate, and the Dobzhansky, Thompson and Rowe Awards Committees have three and four members, respectively. The Awards Committee for the Fuller/Scott Award will be the same as for the Dobzhansky Award. The Fulker Awards Committee has the Editorial Advisory Board of Behavior Genetics as members. The winner shall be determined by a plurality of votes across the committee members; in the event of a tie the chair will have the deciding vote.
(a) Editorial Board, Behavior Genetics. While the journal Behavior Genetics is associated with, owned by, affiliated with, or controlled by the Association, the President, with the advice of the Publications and Communications Committee, and the advice and consent of the board, shall appoint the journal Editor for a period of three years. With the further advice of the Editor, the President, with the advice and consent of the board, shall also appoint a suitable number of Associate Editors, for a term of three years. Stipends, payments, costs, or expenses allowances, if any, for the Editor, his office, or the Associate Editors, shall be set by the board, with the advice of the Publications and Communications Committee. Any revenues or profits which derive from the journal and which are due to the Association shall be paid to the Association Treasurer; any subscription costs, stipends, payments, costs, or other expenses for the journal chargeable to the Association shall be paid by the Association Treasurer.
Members shall be appointed to the above committees for staggered, three-year terms. The President, with the advice and consent of the board, shall fill any committee vacancies which may occur through resignation or other reason. Committee chairpersons shall report to the association at each annual business meeting.
(b) Dobzhansky Award Committee. This committee will consist of the Past President as chairperson, plus the next two most recent Past Presidents. The purpose of the committee will be to confer the Association’s senior award for outstanding research accomplishment in the field of behavioral genetics, the Dobzhansky Award.
(b) Fuller/Scott Award Committee. This committee will consist of the Past President as chairperson, plus the next two most recent Past Presidents. The purpose of the committee will be to confer the Association’s award for outstanding scientific accomplishments by a member who is early in their career. To be eligible a member must be within seven years of receiving their terminal degree (e.g., Ph.D., M.D.).
(c) Thompson Award Committee. This committee will consist of the Past President as chairperson, and the three Directors-at-Large. In the event that all of these committee members are not present at the annual scientific meeting, the chairperson will appoint other society members, in consultation with the board of directors, to serve in the place of absent members. In the event of a large number of Thompson Award applications, the chairperson may appoint other society members, in consultation with the board of directors, to serve as additional members of the committee. The purpose of the committee will be to attend all oral presentations at the annual scientific meeting by associate members competing for the Thompson Award, and to select an associate member (or a member who presented their recent work done while an associate member) for the association’s award for outstanding research accomplishment by an associate member giving an oral presentation, the Thompson Award.
(d) Fulker Award Committee. This committee will consist of the Editorial Advisory Board of Behavior Genetics and a citation will be made in the journal. The purpose of the committee will be to select a particularly meritorious paper in the Volume of Behavior Genetics of the previous year. The award will be given in the form of an amount of $1,000 and a nice bottle of wine.
(e) Rowe Award Committee. This committee will consist of the Past President as chairperson, and the three Directors-at-Large. In the event that all of these committee members are not present at the annual scientific meeting, the chairperson will appoint other society members, in consultation with the board of directors, to serve in the place of absent members. In the event of a large number of Rowe Award applications, the chairperson may appoint other society members, in consultation with the board of directors, to serve as additional members of the committee. The purpose of the committee will be to attend all poster presentations at the annual scientific meeting by associate members competing for the Rowe Award, and to select an associate member (or a member who presented their recent work done while an associate member) for the association’s award for outstanding research accomplishment by an associate member giving a poster presentation, the Rowe Award.
Contracts, Checks, Deposits and Funds
SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers, agent or agents of the corporation and in such manner as shall from time to time be determined by the board of directors, such instruments shall be signed by the Treasurer of the corporation.
SECTION 3. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank, trust companies or other depositories as the board of directors may select. In the absence of such determination by the board of directors, the Treasurer of the Corporation shall choose an appropriate financial institution for these purposes.
SECTION 4. GIFT. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the corporation.
Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
The fiscal year of the corporation shall end on such date as its board of directors may determine.
SECTION 1. ANNUAL DUES. Annual dues for each class of membership are set by the board of directors. Ordinarily the board will seek the advice of members attending the annual business meeting about rates for annual dues. Unemployed members, on application to the Secretary and approval of the board, may pay a reduced rate for dues, initially to be equal to the dues for emeritus members.
SECTION 2. PAYMENT OF DUES. Dues shall be due on the first day of December for the following year.
SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member of any class shall be in default in the payment of dues for a period of twenty-four months from the beginning of the period for which such dues become payable, her/his membership may thereupon be terminated by the board of directors in the manner provided in Article III, Section 4 of these by-laws.
The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed therein the name of the corporation and the words A Corporate Seal, Illinois.
Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation of the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Amendments to By-Laws
These by-laws may be altered, amended, repealed, or new by-laws may be adopted by a majority of the directors present at any regular meeting or at any special meeting of the board of directors, provided that at least two days written notice is given of intention to alter, amend, repeal or adopt new by-laws at such meeting.