Constitution and BylawsARTICLE I. Name
The name of this organization shall be the American Nano Society, hereinafter referred to as the Society.
ARTICLE II. Purpose
The Society is organized to foster, encourage, and promote education and research in the field of nanotechnology, to include those areas and fields of study that contribute to and bear upon nanotechnology.The purposes of the Society shall be to engage exclusively in scientific and educational activities including specifically, but not limited to, promoting and fostering the exchange and dissemination of information and ideas relating to all branches of nanotechnology, encouraging the general field of research involving nanoscience and promoting professional and public education in all areas of nanotechnology. The Society is designed to qualify as a tax exempt organization under Section 501(c)(3) of the Code and as an organization described in Section 170(b)(1)(A)(vi) of the Code and the provisions hereof shall be interpreted accordingly.
ARTICLE III. Membership
Section 1. General: Membership in the Society is a privilege, not a right, and is dependent on the applicant adequately demonstrating compliance with the requirements for membership as defined in these Bylaws and otherwise by the Board of Directors of the Society.Section 2. Types of membership: The members of the Society are (a) Full Members, (b) Associate Members, (c) Student Members, (d) Fellow Members and (e) Honorary Members. The Society does not discriminate in membership on the basis of race, religion, national origin, sex or disability.Section 3. Admission to the Society: Membership in the Society is not open to public. Candidates for membership should be sponsored by a current member of the Society.Section 4. Suspension/Removal of Members: Members of any class may be suspended or removed from the Society for actions which violate these Bylaws, the Society's Articles of Incorporation or any other governing document of the Society (including any rules or policies promulgated by the Society), or which are otherwise deleterious to the purposes of the Society, by the Board of Directors by vote of not less than three-fourths (3/4) of the Board of Directors. The Board of Directors may establish from time to time such rules or policies with respect to the ethical conduct of its members, including without limitation, procedures and policies for the discipline, suspension or removal of its members in the event of a breach of any such rules or policies.Section 5. Resignation from Membership: Resignation of a member from the Society shall be submitted in writing to the Secretary.Section 6. Voting Rights: Full Members and Fellow Members in good standing shall be entitled to vote on all matters to be voted on by members of the Society, including, without limitation, electing officers and directors of the Society as provided herein. Any matter to be decided by a vote of the members shall, except as otherwise provided herein or in Chapter 24.03RCW of the Washington Nonprofit Corporation Act (or any successor provision), be decided by majority vote of members present in person or by proxy at a meeting of the members. Associate Members and Student Members of the Society shall not have voting rights.Section 7. Termination of Membership: Membership in any class shall cease upon (a) death; (b) written notice from a member of termination of his or her membership; (c) failure to fulfill requirements of membership as imposed by these Bylaws, the Articles of Incorporation, any other governing document of the Society or otherwise by the Board of Directors of the Society, including failure to pay membership dues, if any; or (d) suspension or removal by the Board of Directors as provided above.Section 8. Public Profiles: Following the Florida's Sunshine Law (Chapter 286 of the Florida Statutes), all the Society information including list of members will be publicly available. No private membership is allowed. Violating this law will terminate membership without notice.
AERTICLE IV. Dues
Section 1. Fiscal Calendar: The fiscal year of the Society shall commence on January 1 and terminate on December 31.Section 2. Supportive Scheme: Although, like any other non-profit organization, the Society is run by membership dues; The Board of Directors have introduced a new supportive scheme to be independent from membership dues. By reducing the organization fees and relying on endowments, the Society aims to introduce discounted or free membership to a broad range of people (who are not normally capable of paying the membership fee).
ARTICLE V. Officers
Section 1. Principal Officers and Qualifications: The officers of the Society shall consist of a President, President-Elect, Vice President, Secretary, and Treasurer. They must be Full Members in good standing. Ministerial and administrative functions of officers may be delegated to executive staff.Section 2. The President: The President shall be the principal executive officer of the Society and shall perform all duties incidental to that position. The President shall preside at all meetings of the Society, serve as chairperson of the Board of Directors and be an ex-officio member of all committees except the Nominating Committee. The President shall also perform such other duties as may be prescribed by the Board of Directors from time to time.Section 3. The President-Elect: The President-Elect shall be a member of the Board of Directors and shall perform the duties of the President in the absence or incapacity of the President. The President-Elect shall be an ex-officio member of all other committees, except the Nominating Committee. The President-Elect shall also perform such other duties as may be assigned from time to time by the Board of Directors or the President.Section 4. The Vice President: The Vice President shall be a member of the Board of Directors and shall perform the duties of the President in the absence or incapacity of the President and President-Elect, and will perform such other duties as may be assigned by the Board of Directors or President. The Vice President will serve as an ex-officio member of all committees, except the Nominating Committee.Section 5. The Secretary: The Secretary shall be a member of the Board of Directors and shall be responsible to give notice of and attend all meetings of the Society; to keep minutes and a record of their activities; to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committed; to keep a list of the members of the Society; and to otherwise and perform all other duties that pertain to the office of the Secretary. The Secretary shall also perform such other duties as may be prescribed by the Board of Directors from time to time.Section 6. The Treasurer: The Treasurer shall be a member of the Board of Directors, be in direct charge of the funds of the Society and be responsible for the management of revenues and payment of obligations of the Society. At the annual business meeting of the Board of Directors and the Society, the Treasurer shall present an oral and written report of the receipts and expenditures of the funds of the Society. The Treasurer shall make only such expenditures as are authorized by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.Section 7. Succession: In the event of the President's death, resignation or removal while in office, the President-Elect (the order of succession to the office of President in the event of a vacancy therein thereafter being Vice President, immediate past-President, Secretary and Treasurer) shall hold office as President thereafter for the remainder of such term. In the event of the death, resignation or removal of the President-Elect, Vice President or immediate past-President, such office shall remain vacant for the remainder of such term. In the event of the death, resignation or removal of the Secretary or Treasurer, the Board of Directors shall fill such vacancy on an interim basis as soon as practicable, such person to serve in such capacity until the next regularly scheduled election of officers, at which time an election shall be held for any unexpired portion of the original term of such office. At the end of each term, as set forth in Section 6.8 below, succession from Vice President to President-Elect, and from President-Elect to President, shall be automatic at the close of each annual business meeting of the Society.Section 8. Term of Office: The term for each of the President, President-Elect, and Vice President is two (2) years in each such office except that the President-Elect or Vice President serving an unexpired term of the President on account of a vacancy in such office may serve a full one (1)-year term immediately thereafter. Any past-President shall be eligible for election as Vice President (and for succession to the offices of President-Elect and President as a result of such election). The Secretary and Treasurer shall serve for terms of three (3) years each, renewable once. The terms of office for all officers begin at the close of the annual business meeting of the Society in the year of election.Section 9. Compensation: Officers shall serve without compensation. The Society may reimburse expenses of officers in attending meetings and conducting other activities on behalf of the Society.Section 10. Removal: Any officer may be removed from office with or without cause by a majority vote of Active members.Section 11. Executive Management: The President, with the approval of the Board of Directors, shall engage a management company whose functions will include administrative, logistic, membership, fiscal, and meetings management. The specifics of the functions and the fees and expenses incurred will be contractually defined. The initial term of the contract shall be one (1) year, with such renewal provisions as may be mutually agreed upon. The contract will also set forth the basis and process for discontinuation of services. The management company will attend Board and other meetings, with representation determined to be necessary and appropriate by the Board. The management company's representatives will not have voting powers.
ARTICLE VI. Board of Directors
Section 1. Membership: The Board of Directors shall consist of the President, who shall serve as chairperson, the President-Elect, the Vice President, the Secretary, the Treasurer, and nine (9) at-large directors. At-large directors shall serve for three (3)-year terms, the terms thereof arranged so that the terms of three (3) at-large directors will expire each year. Vacancies created by the death, resignation or removal of an at-large director or by the election of an at-large director as an officer, shall, as soon as practicable, be filled by the Board of Directors by majority vote thereof, the person so elected to serve for the remainder of the unexpired term. Candidates for at-large directors shall served the Society as an officer for at least one (1) year.Section 2. Functions: The Board of Directors is the administrative and policymaking body of the Society and shall manage the affairs of the Society and perform all such acts as are necessary to fulfill such functions or as are required or permitted by these Bylaws or the Articles of Incorporation. The Board of Directors shall determine questions of policy, receive reports of committees and approve or disapprove their recommendations, and provide advice and approval or disapproval to the President and President-Elect in regard to committee and chairperson appointments. It is empowered to enter into contracts and authorize expenditures necessary for the Society. The Board of Directors will be responsible to implement an appropriate procedure for conducting, reviewing and accepting the annual audit of the Society.Section 3. The Editor-in-Chief: The Editor-in-Chief shall be responsible for the management and budget, editorial policies, and scientific content of the Society's Journal (JANS), including selection of the Editorial Board, and Managing Editor, all subject to oversight by the Publication Committee and the Board of Directors. The Editor-in-Chief shall be selected by a Search Committee and shall be elected by a majority vote of the Board of Directors. The Editor-in-Chief shall serve one five (5)-year term, which is renewable. The Editor-in-Chief will be an ex-officio, non-voting member of the Board of Directors. The President shall fill any interim vacancy of this position for the remainder of the unexpired term.Section 4. The Executive Director: The Board of Directors may appoint an Executive Director from time to time, who shall be an employee of the executive management company described in Article V (Section 11) of these Bylaws, to perform such executive and/or ministerial duties as may be established from time to time by the Board of Directors. The Executive Director will be bonded if required by the Board of Directors.Section 5. Meetings: The Board of Directors shall meet annually as nearly as practicable to the time and place of the annual meeting of the Society. Special meetings may be called at any time by the President or any five (5) members of the Board of Directors and may take place electronically as provided in these Bylaws. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business. Official actions may be taken between meetings of the Board of Directors by an Executive Committee consisting of the officers of the Society (President, President-Elect, Vice President, Secretary, and Treasurer), subject to ratification by the Board of Directors. In addition, the President may act on behalf of the Board of Directors if said action is within the scope of the President's duties as defined in the Bylaws of the Society, subject to ratification by the Board of Directors, as appropriate.Section 6. Notice of Meetings: Notice of any meeting of the Board of Directors shall be given to each director not less than twenty-four (24) hours before the meeting by first class United States mail, facsimile, or other electronic transmission. Such notice may be waived by any director. Neither the business to be transacted nor the purpose of any annual or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless required by these Bylaws or applicable law. At any meeting attended by all of the directors, any business may be transacted, notwithstanding the lack of due notice of such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and asserts for the record proper grounds for such objection at the beginning of such meeting, or promptly upon his or her arrival. Any delivery of notice to directors by electronic transmission shall be subject to Chapter 24.03 RCW Section 24.03.009 (or its successor provision).Section 7. Quorum: At any meeting of the Board of Directors, a majority of the number of directors then in office and entitled to vote at meetings thereof shall constitute a quorum for the transaction of any business of the Board of Directors, except as may be otherwise provided by these Bylaws, the Society's Articles of Incorporation or applicable law. If the number of directors necessary to constitute a quorum shall fail to attend at the time and place fixed for any annual or special meeting of the Board of Directors, the directors in attendance may adjourn from time to time without notice or other announcement at the meeting until the requisite number of directors to constitute a quorum shall attend.Section 8. 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 unless the act of a greater number is required by the Society's Articles of Incorporation, these Bylaws or applicable law.Section 9. Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors then in office.Section 10. Meetings by Electronic Means of Communication: To the extent provided in these Bylaws, the Board of Directors, or any committee of the Board, may, in addition to conducting meetings in which each director participates in person, and notwithstanding any place set forth in the notice of the meeting or these Bylaws, conduct any regular or special meeting by means of a conference telephone or similar communications, provided all participating directors may simultaneously hear each other during the meeting. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.Section 11. Compensation: Directors shall serve without compensation. The Society may reimburse expenses of directors in attending meetings and conducting other activities on behalf of the Society.Section 12. Removal: The Board of Directors may, in its discretion, remove any director who fails to attend three (3) consecutive meetings. Directors may also be removed for cause by a three-fourths (3/4) vote of the Board of Directors.
ARTICLE VII. Election of Directors and Officers
Section 1. Nominating Committee: Prior to the end of each calendar year, the President shall appoint a Nominating Committee for the next calendar year. The Nominating Committee shall consist of five (5) Full members in good standing, including one (1) past-President, one (1) member of the Board of Directors serving the second year of his or her term, and three (3) at-large members . The appointments for each of the positions held by a past-President of the Society and a member of the Board of Directors shall be for a term of two (2) years. The appointments for the three (3) at-large positions shall each be for a term of one (1) year. Members of the Nominating Committee may not serve consecutive terms. The President shall designate a Chairperson for the Nominating Committee from among its members. No individual may serve as Chairperson in consecutive years. Members of the Nominating Committee may not be candidates for election to any office or as a director of the Society.Section 2. Nominations: At least twelve (12) weeks prior to the annual meeting of the members of the Society, the Nominating Committee shall submit to the Secretary of the Society a slate consisting of at least two (2) candidates for (a) the office of Vice-President; (b) any vacancy in the office of Secretary or Treasurer; (c) each vacancy in an at-large position on the Advisory Council; and (d) each vacancy in an at-large director position. In addition to those persons nominated by the Nominating Committee, additional nominees for election to vacant at-large director and officer positions may be added by petition of fifty (50) or more Full members in good standing received by the Secretary not less than ten (10) weeks before the annual meeting.Section 3. Elections: The Board of Directors shall, in its discretion, determine whether the election of officers and at-large directors in any year shall be conducted at the annual meeting for such year or whether such election shall be conducted by ballot without a meeting. If the Board of Directors elects to conduct such election by ballot without a meeting, the Secretary shall, not less than four (4) weeks before the annual meeting for such year, send a notice of such election to each Full member of the Society in good standing as of ten (10) weeks before the Annual Meeting. To be counted, mail and/or electronic ballots shall be returned to the Secretary or its designee by no later than the date indicated on the ballot or accompanying notice. Whether such election is conducted at the annual meeting or by ballot without a meeting as described herein, candidates receiving the highest number of votes for Vice-President, Secretary, Treasurer and Advisory Board at-large member, respectively, and the candidates receiving the three (3) highest numbers of votes for at-large director shall be elected to their respective positions. The results of the election shall be announced at the annual meeting and officers, at-large directors and Advisory Council at-large members shall take office immediately thereafter.
ARTICLE VIII. Committees
Section 1. Committees: The Society shall have such standing committees as the Board of Directors shall deem necessary or appropriate in order to carry out the policies, programs, procedures and other actions of the Society. Such standing committees may include, without limitation, committees for Membership, Programs, Publications, International, Ethics, and Nano-Industry Liaison. The Board of Directors may from time to time, in its discretion, also establish, designate and appoint such other committees to carry out such policies, programs and actions as the Board of Directors may from time to time deem appropriate or helpful to advance the purposes or activities of the Society. The Board of Directors shall from time to time establish the functions, membership and other procedures for all committees; provided, however, that, unless otherwise specified herein or by the Board of Directors, the President-Elect shall, subject to the approval of the Board of Directors, appoint the members of and Chairpersons to serve on standing committees during said President-Elect's term as President.. The President, subject to the approval of the Board of Directors, may fill any vacancy occurring in the membership of any committee during said President's term of office.Section 2. Scientific Committees: The Board of Directors may also establish Scientific Committees, the purpose of which shall be to recommend to the President programs for Symposia to be held at the annual meeting or any other meeting or function of the Society. Scientific Committees may be established directly by the Board of Directors or by petition signed by at least twenty (20) Full Members of the Society stating the aim of such proposed Scientific Committee, subject to approval by the Board of Directors. The Board of Directors shall be responsible to determine the areas of responsibility, membership, leadership and other procedures and characteristics of each such Scientific Committee.Section 3. Ethics: Committee members shall be required to comply with such Code of Ethics and other conflict of interest procedures as may be in effect for the Society from time to time.
ARTICLE IX. Local Sections and Regional Representatives
Section 1. Formation of Local Section: Members of the Society residing in a given locality may organize themselves into Sections, subject to the approval of the Board of Directors. Not more than one Section may be organized in a given locality.Section 2. Section Bylaws: Each Section shall be governed by its own Bylaws, which must be approved by the Board of Directors.Section 3. Activities: Geographical boundaries of the several Sections shall be set from time?to?time by the Board of Directors upon the advice of the Individual Membership Committee. Members of the Society residing or having their principal place of business within said boundaries may become members of those Sections by complying with the Bylaws of those Sections. Only members of the Society are eligible for membership in the Sections. Sections may form Student Chapters within Sections in accordance with the Board approved Guidelines for Forming a Student Chapter.
ARTICLE X. Publications
Section 1. Journal: The official journal of the Society is the Journal of the American Nano Society.Section 2. Magazine: The official magazine of the Society is Nano Magazine.
ARTICLE XI. Advisory Council
Section 1. Membership: The Society shall have an Advisory Council consisting of five (5) members who are Full Members, each of whom are elected by the members of the Society for one term of three (3) years, and five (5) appointed by the President. No individual shall be eligible to serve on the Advisory Council during such period as such individual is also serving as a director or officer of the Society. A Chairman of the Advisory Council shall be elected from among the members of the Advisory Council by the President or the Board of Directors for a one (1)-year term, renewable three (3) times. The Chairman of the Advisory Council shall also serve as a non-voting, ex-officio member of the Board of Directors. The Board of Directors shall appoint a Full member to fill any vacancy occurring on the Advisory Council by majority vote upon the recommendation of the President. The person filling such interim vacancy shall serve for the unexpired portion of the vacant position. Members of the Society or other qualified individuals may serve as members of Advisory Council.Section 2. Responsibility: Advisory Council serves in a consulting capacity. The Advisory Council shall meet annually as nearly as practicable to the time and place of the annual meeting of members of the Society and will deliberate upon and advise the President and the Board of Directors concerning the long range development and policies of the Society and other actions and activities which the Advisory Council determines to be in the best interests of the Society. The Advisory Council shall make recommendations to the Board of Directors regarding the awards of the Society, the establishment of orations, or other actions of a distinguishing nature. The Advisory Council shall also perform such other functions as may be requested from time to time by the President and Board of Directors, and shall report to the Board of Directors as deemed necessary by the President.
ARTICLE XII. Amendments
Amendments to the Bylaws may be initiated by the Board of Directors or by a petition signed by ten (20) or more Full Members. Any proposed Bylaw amendment shall be given to the Secretary of the Society and the Secretary shall promptly deliver same to the Board of Directors for its consideration. The Board of Directors shall, within ninety (90) days of receipt of same from the Secretary, determine whether to submit same to the members for a vote on approval thereof. If the Board of Directors determines to submit such proposed Bylaw amendment to the members for a vote on approval thereof, such proposed Bylaw amendment shall be promptly submitted by the Secretary to the Active Members in good standing for such vote according to the same procedures as those applicable to action by members of the Society; provided, however, that the affirmative votes of not less than two-thirds (2/3) of a quorum of members shall be required to approve such proposed Bylaw amendment. The Secretary shall promptly transmit the results of such vote to the members of the Society.
ARTICLE XIII. Miscellaneous
Section 1. Initiative: The President is responsible for initiative any new program.
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