By-Laws and Constitution

 

Articles of Incorporation
Statement of Purpose

The Society of Biological Psychiatry was founded in 1945 to encourage the study of the biological causes of and treatments for psychiatric disorders. Its continuing purpose is to promote excellence in scientific research and education in fields that investigate the nature, causes, mechanisms, and treatments of disorders of thought, emotion, or behavior.

To achieve its purpose, the Society creates venues for the exchange of scientific information that will foster the advancement of psychiatric neuroscience and therapeutics. To this end, the Society sponsors an annual meeting, maintains web-based resources, grants awards to distinguished clinical and basic researchers, and publishes the journal, Biological Psychiatry.

The term “biological psychiatry” emphasizes the biological nature of behavior and its disorders and implies the use of the medical model; but in so doing, it encompasses other major elements of modern psychiatric medicine, including its humanitarian mission, psychological foundation, and socio-cultural orientation.

The vision of the Society of Biological Psychiatry is to be the leading professional organization in the integration, advancement, and promulgation of science relevant to psychiatric disorders, with the ultimate goal of reducing or preventing the suffering of those with these disorders.

Article I: Name of Corporation

The name of this corporation is SOCIETY OF BIOLOGICAL PSYCHIATRY

Article II: Purpose of Corporation

Said corporation is organized exclusively for educational and scientific purposes, including the following purposes and objects:

1. To foster scientific research, education and the attainment of the highest level of knowledge and understanding in the field of biological psychiatry. Biological psychiatry deals with the biological nature of behavior and its disorders. It includes the scientific study of all phenomena that may be relevant to understanding the nature, causes, mechanisms, and treatment of mental disorders.

2. To carry on any business or activities whatsoever that the Board of Directors of the corporation may deem proper or convenient in connection with the aforesaid purposes or that may be conducted directly or indirectly to promote the interests of this corporation.

3. To borrow money; to own real property; to own personal property; to purchase or sell real property; to purchase or sell personal property; to have and to exercise all of the powers conveyed by the “General Nonprofit Corporation Law” of the Corporations Code of the State of California, under which this corporation is formed, as such laws now in effect or any time hereafter be amended.

4. To make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) or the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). (As amended January 8, 1974).

5. Notwithstanding any other provisions of these Articles, the corporation shall carry out only those activities permitted 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). (As amended January 8, 1974).

Article III: Distribution of Assets

This corporation is a nonprofit corporation and does not contemplate the distribution of gains, profits or dividends to its members.

Upon dissolution of the corporation, the directors shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organizations organized and operated 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 directors shall determine. (As amended January 8, 1974).

Article IV: Principal Office

The principal office for the transaction of business of this corporation is to be located in the County of San Diego, State of California. The attorney of record is Christopher Britton, Esq., Ferris & Britton.

Article V: Powers

The officers of the Society shall act in the capacity of directors until the selection of their successors. These officers shall include: President, President Elect, Executive Secretary, Treasurer, and “at-large” Councilors. The number of persons designated above constitutes the number of directors of this corporation until changed by an amendment to the Articles or by a By-Law adopted by the members. Removal of officers shall follow procedures articulated in Article VII of the By-Laws.

Article VI: Members

The authorized number and qualifications of members of this corporation, the different classes of membership, if any, the property voting and other rights and privileges of each class of membership, and the liability to each and all classes to initiation, fees and dues, and the method of collection thereof shall be set forth in the By-Laws of this corporation. No assessments may be levied against any member of this corporation.

Article VII: Amendments to Articles

Proposed amendments to these Articles may be proposed by a two-thirds vote of Council or by petition of ten percent of the members without approval of Council. Approval of these Articles requires a favorable response from two-thirds of members who vote. The vote shall be null and void if fewer than 10% of the members eligible to vote respond.

Article VIII: Amendments to By-Laws

The By-Laws of this corporation shall be adopted by the directors designated in these Articles and may thereafter be amended or repealed by any means provided in the By-Laws.

                                 By-Laws of Society of Biological Psychiatry
ARTICLE I: Classes of Membership

The membership of the Society of Biological Psychiatry shall consist of:

1. Regular Member

2. Associate Member

3. Emeritus Member

4. Honorary Member

5. Student Member

ARTICLE II: Officers and Council

1. The Officers of the Society shall be President, President Elect, Executive Secretary, Treasurer, and three at-large councilors. All officers shall be members in good standing.

2. The President shall be elected by membership to serve a term of 1 year and shall be installed as President at the conclusion of the Business Meeting held during the Annual meeting over which the current President presides.

3. The Executive Secretary and the Treasurer shall be elected by Council from among the members of Council for a 4-year term and may be re-elected to one additional 4-year term.

4. One Councilor-at-Large shall be elected annually by membership to serve a term of 3 years. There shall be a total of three councilor-at-large members.

5. There shall be a Council consisting of the President, President Elect, Executive Secretary, Treasurer, the last five outgoing Presidents who serve a 5-year term beginning after their term as President ends, three elected Councilors-at-Large who serve a 3-year term, and the Editor of the journal, Biological Psychiatry.

6. Elections for President and Councilor-at-Large members will be held annually.

7. The Council shall meet annually at least once before the annual meeting of the Society and at such other times as necessary to transact the business of the Society.

8. Any six members of Council shall constitute a quorum.

9. The officers shall be members of Council, each having the power to cast a single vote. The President shall preside as Chair of the Council.

10. If the President resigns, dies, assumes an administrative position that precludes office participation, or becomes unable to continue in office for health reasons, ethical charges, or for any other reason, the President-Elect will immediately become President, serving out the time remaining of the present term and continuing as President for the elected term. In this case, a new President-Elect will be elected at the next scheduled election.

11. If the Executive Secretary or Treasurer resigns, dies, or becomes unable to continue in office for health or other reasons, the President, with the majority approval of the Executive Committee or Council, will appoint a replacement who will serve until the next scheduled election.

12. If the President-Elect resigns, dies, or becomes unable to continue in office for health or other reasons, no new President-Elect will be appointed. At the next scheduled election, both a new President and a new President-Elect will be elected.

13. If the sitting President-Elect resigns, dies, or becomes unable to continue in office for health or other reasons between the election and the meeting, the serving President continues through the second year.

14. An officer or Councilor who is found to carry out the duties of office in a manner counter to the interests of the Society may be removed from office by vote of 75% of the members of Council with voting privileges.

ARTICLE III Duties of Officers

1. The duties of President, President Elect, Executive Secretary, Treasurer and Councilors shall be those usually assigned to such officers in similar organizations.

2. The President shall be the Chief Executive Officer of the Society and Chairperson of the Council. He/she shall be an ex-officio member of all committees. He/she shall appoint, as hereinafter provided for, such committees as he/she deems necessary for the proper function of the Society except as specifically provided for otherwise in the By-Laws. At any meeting of the Council, the President, in his/her capacity as Chairperson of the Council, may request the Council to meet in executive session with respect to consideration of a particular matter. The request of the President shall be subject to a two-thirds vote of the Council.

3. The President-Elect, in the absence of the President, shall preside at all meetings and shall perform such other duties as may be assigned to her/him by the President of Council.

4. The Executive-Secretary, or a staff employee designated by the Executive-Secretary, shall:

a. Keep record of all transactions of the Society and its Committees.

b. Prepare correspondence of the Society and shall inform the members of the society as soon as practicable concerning the actions and recommendations of the Council.

c. Maintain the record and seal of the Society. d. Serve as secretary to the Council.

e. Enter into all necessary transactions to carry on the functions of the Society.

f.  Have charge of all property belonging to the Society not otherwise provided for.

5. The Treasurer shall:

a. Oversee the financials of the Society and shall maintain and manage the investments and assets of the Society.

b. Approve contracts with outside entities to support the mission of the Society.

c. Receive all monies due the Society, including annual membership dues and journal revenues, and shall disburse same as directed by the Council. The Treasurer may designate a staff employee to collect and disburse these monies.

d. Consult on a regular basis with the Council and Finance Committee and other outside entities as necessary to maintain responsibility for the accounting, audit, and investment functions.

e. Chair the Finance Committee, assist in the preparation of the annual budget, help develop fundraising plans, and make financial information available to Board members and the public.

f.  May incur expenditures for ordinary and extraordinary items and activities on a routine basis. Extraordinary expenditures are defined as expenditures not previously approved by Council on an annual basis in excess of $10,000 and must be submitted to Council for approval before such expenditures can be made.

g. Review all expenditures with Council at least twice yearly and ask Council to approve the annual budget for the coming year.

h. Initiate an independent 3rd party review or audit of the Society’s accounts at a minimum of every three years. The auditor shall be chosen and approved by Council. The audit report shall be sent directly to all members of Council, and shall be considered and reviewed by the President, Executive-Secretary, Treasurer, and the Finance Committee.

6. The Council shall:

a. Transact all business of the Society, approve or disapprove all recommendations of all business of the Society, fix all dues and assessments for the Society, and adopt from time to time rules and regulations for the election of all classes of membership. The rules and regulations shall be ratified by a two-thirds majority vote of the Members of the Society who actually vote. The Council shall create and direct all standing committees as is necessary to conduct the affairs of the Society, shall elect editors for all publications of the Society, shall call all meetings of the Society that are not herein prescribed, shall make arrangements for the date of the Annual Meeting, and shall transact all business not otherwise provided for that may pertain to the Society. Council may, upon the recommendation of the Finance Committee, appoint a fiscal or calendar year. The Council shall meet at regular intervals as it deems necessary to transact the administration of the Society. Council shall choose the order of business. The President of the Society may call special meetings of Council when he/she deems them necessary. A quorum for Council meetings shall be six.

b. The act of a majority of the Council members present at a meeting at which a quorum is present shall be the act of the Council, except where otherwise provided by law or by these Bylaws. Any action which is required to be taken, or which may be taken, at a meeting of Council Members, may be taken without a meeting if notice is given to all Council Members and if consent, setting forth the action so taken, shall be signed by all of the Council Members. Meetings of the Council or any committee formed under the authority of these Bylaws may be held by conference telephone call or any other similar communications equipment which allows all participants to communicate with each other.

c. No Council Member shall be personally liable to the Society for monetary damages for breach of fiduciary duty as a Council Member; provided, however, that this provision is not intended to eliminate or limit the liability of a Council Member for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law.

d. The Society shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or Council Member (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a Council Member or officer of the Society, or is or was serving at the request of the Society as a Council Member, officer, or employee (an “indemnitee”). To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The rights to indemnification and advancement of expense set forth above are contractual between the Society and the person being indemnified, his heirs, executors and administrators, and are mandatory. Notwithstanding the foregoing, the Society shall not indemnify any such indemnitee (1) in any proceeding by the Society against such indemnities; or (2) if a judgment or other final adjudication adverse to the indemnities establishes his liability for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. The Society may purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her.

e. The Council, except as otherwise required by law, the Constitution, or these Bylaws, may authorize any officer(s), or agent(s) of the Society, in addition to the President, to enter into any contract or executive and deliver any instrument or document in the name of and on behalf of the Society and such authority may be general or confined to specific instances.

f. All checks, drafts, loans or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Society shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by the Council. In the absence of such determination, such instrument shall be signed by the Executive Secretary.

g. All funds of the Society shall be deposited to the credit of the Society in such bank, trust companies, or other depositories as the Council may from time to time select.

7. Council shall hire such paid staff members as it determines necessary to properly conduct the business of the Society, and shall delegate such duties and responsibilities to that staff as it determines appropriate.

8. The council shall have an Executive Committee consisting of the President, President-Elect, Executive-Secretary, and Treasurer. The Executive Committee shall have the power of Council at such times as matters important to the Society must be decided and it is not possible to call the Council together, or between meetings of Council. In such an emergency, as defined by the President, the Executive Committee may take action to be later ratified by Council. A quorum for Executive Committee meetings shall be a majority, one of whom shall be the President or Executive-Secretary.

9. The funds of the Society may not be hypothecated.

ARTICLE IV—Committees

1. The following Committees shall be appointed and the members of the committees shall be designated by the President, except as directed elsewhere:

a. Nominating Committee
b. Membership Committee
c. A.E. Bennett Research Award Committee
d. Gold Medal Award Committee
e. George N. Thompson Distinguished Service Award Committee
f. Ziskind-Somerfeld Research Award Committee
g. Finance Committee
h. Program Committee
i. Humanitarian Award Committee
j. Executive Committee
k. Editorial Committee
l. Travel Fellowship Award Committee – domestic
m. Travel Fellowship Award Committee – international

2. Other committees and taskforces shall be designated by Council as their need shall arise, and the committee membership shall be designated by the President, except as directed elsewhere.

3. Nominating Committee: The Nominating Committee is responsible for nominating candidates for each elective office of the Society by a vote of the general membership.

The Nominating Committee shall consist of six members, at least one of whom shall be a past-President of the Society. Members of the committee are appointed for a three-year term. Nominating Committee members should be thoroughly familiar with and active in the Society as evidenced by attendance and participation at meetings, serving on committees, or other service to the Society. Nominating Committee members, the Executive Secretary, the Treasurer, and the Journal Editor or Deputy Editors are not eligible to run for other Society offices until their terms of office are over.

The Nominating Committee will nominate four or more candidates for each elective office of the Society. Nominees should be familiar with and active in the Society as evidenced by attendance and participation at meetings, serving on committees or other service to the Society. The candidate’s names will be forwarded to Council. From these four candidates, Council will select two candidates via Australian ballot to run for each of the elected offices. If fewer than two candidates accept nomination for elective office, the Council shall convene by any method to select other nominees.

4. Membership Committee: This Committee shall consist of at least six members. It shall be the duty of this committee to review and approve all new membership applications. The Committee will forward the approved list of new members to Council. Membership shall be granted upon a majority vote of Council. Membership will become active after receipt of annual membership dues.

5. A.E. Bennett Research Award Committee: This Committee shall consist of at least six members. It shall be the duty of this committee to select the recipients of this award.

6. Gold Medal Award Committee: The Gold Medal Award is to honor a member or non-member based on a lifetime of scientific achievement. The Gold Medal Award Committee is chaired by the President and includes the five most recent Past-Presidents.

7. George N. Thompson Distinguished Service Award Committee: This award is to recognize distinguished service by a member to the Society. Nominations will be accepted from membership. Council shall review these nominations and provide the award committee with information regarding each nominee’s service to the Society. If no nominations are received from membership, Council may provide nominations to the award committee for consideration. It shall be the duty of the award committee to select the recipient for this award and forward the final recipient’s name to Council for endorsement.

8. Ziskind-Somerfeld Research Award Committee: This Committee shall consist of at least six members. It shall be the duty of this committee to select the recipients of this award.

9. Finance Committee: The Finance Committee is responsible for assisting the Treasurer with reviewing and providing guidance in the financial matters to support the mission of the Society, and to assure internal controls, audits and financial analysis of the Society. This committee shall consist of the President, Executive-Secretary, Treasurer of the Society, and other ad-hoc members as requested by Council.

10. Program Committee: The Program Committee is responsible for developing the scientific program for each annual meeting. The President Elect shall appoint a minimum of 6 new members to the Program Committeefor a 3-year term. The President Elect shall appoint a member of the Program Committee to serve as Co-Chair during the 1st year of their term, Chair during the 2nd year, and member during the 3rd year to help provide continuity to the next President Elect and Chair. The President, Executive Secretary and Treasurer shall be ex-officio members of the Program Committee.

11. Humanitarian Award Committee: This Committee shall consist of the members of Council and shall select the recipient of this award.

12. Executive Committee: The Executive Committee shall consist of the President, President Elect, Executive Secretary, and Treasurer, with administrative support and guidance provided by the Executive Director. The Executive Secretary and President will co-chair this committee, which meets regularly to conduct routine Society business, to refer important policy matters to Council, and to act on behalf of the Society in “emergency” situations.

13. Editorial Committee: The Editorial Committee serves as an advisory body for the editor of Biological Psychiatry and it reports to the Council. The Editorial Committee must approve recommendations from the Biological Psychiatry Editor related to substantial Journal policy changes prior to review of these policy changes by Council, and also review/approve Editorial Board membership changes. Members of the Editorial Committee also serve as Action Editors for papers where an editor is a co-author, or where all regular Editors have a conflict of interest. Additionally, the current President, immediate past President and Executive Secretary serve as ex-officio members of this Committee.

14. Travel Fellowship Award Committee Domestic: This Committee shall consist of at least six members. It shall be the duty of this committee to select the recipients of this award.

15. Travel Fellowship Award Committee International: This Committee shall consist of at least six members. It shall be the duty of this committee to select the recipients of this award.

ARTICLE V –Committee Rules and Regulations

1. Members in good standing and with membership dues current shall be eligible to serve as official members of the Committees, except that the Gold Medal Award Committee is restricted to the past five Presidents.

2. The Committees shall consist of no fewer than six members, each serving a three-year term. The exceptions are the Program Committee, the Gold Medal Award Committee, the Editorial Committee, the Finance Committee, the Humanitarian Award Committee, and the Executive Committee.

3. The President Elect or Executive Secretary shall appoint new Committee members to serve three-year terms to fill vacancies by members who have completed their tenure. A Chair and Co-chair will be appointed for the committees.

4. All committees must make an annual report to Council concerning their recommendations and their performance.

5. New officers and committee members of the Society will be provided with a copy of the Articles of Incorporation and By-Laws.

ARTICLE VI Nomination and Election to Membership, Membership Categories, Qualification for Election

1. The Society of Biological Psychiatry is a “North American” Society, but citizens of other regions may apply for membership in the Society.

2. Members are those scientists, academicians, clinicians, and other mental health professionals who may be elected to such membership by vote of the Society. The number of members shall be limited to 2,000.

3.  As a general principle, preference is given to doctors of medicine and psychology and scientists in the basic biological sciences who recognize psychiatric neuroscience as the crucial basis of psychiatry.

4. The Society is a “voluntary” society. When members join the Society and keep their membership current and active, they agree to abide by these Articles and By-Laws and to conform to ethics decisions without resort to litigation, so long as the Council and Society attorney act with due diligence.

5. A candidate for membership shall be proposed by one member of the Society and must be in good standing. A letter of recommendation shall be written to the Membership Committee by the proposers of candidates for membership. Council may waive the requirement for a letter of recommendation if an invitation to apply for membership is issued by Council.

6. The Membership Committee shall examine the credentials of each candidate for membership carefully with respect to personal and professional qualifications with special reference to his/her past contributions to the knowledge of the biological nature of behavior. The Membership Committee or Council may request from any member of the Society additional information concerning the qualifications of any candidate for election to the Society. The Membership Committee will forward the approved membership applications to Council for final review and approval.

7. The Council shall, after full discussion of the qualifications of each candidate, recommend or approve such nominees for membership and will communicate the new members to general membership.

8. Council shall have the power of decision in the consideration of each candidate’s eligibility and its judgment upon such eligibility shall be final.

9. Gross personal or ethical departure from accepted standards may prevent election in spite of strictly intellectual attainments on the grounds that appropriate ethical qualities are necessary to a strong and vibrant scientific research society. The Society expects all members to uphold the highest ethical standards as far as scientific misconduct as a condition of membership. Failure to adhere to these standards may result in forfeiture of membership.

10. Regular Members are those whose past contributions to the knowledge of the biological nature of behavior, as reflected by the co-authorship of 5 peer-reviewed journal articles, shall be eligible to participate in all activities of the Society and to hold office, vote, serve as official members of Committees, propose amendments to the Constitution and By-Laws, and sponsor candidates for membership. Members shall receive all official material distributed to the membership and must pay annual membership dues. Members who do not pay their annual membership dues for two consecutive years will be automatically terminated as Members.

11. Associate Members are those clinicians, teachers, scientists and other mental health professionals who are not required to have five publications for consideration to membership and may be elected to such membership by vote of the Society. Associate Members shall be eligible to participate in all activities of the Society except that they have no voting privileges and may not hold office. They may propose amendments to the Constitution and By-Laws, participate on committees, make nominations for elected offices, and sponsor candidates for membership.

12. Emeritus Members are those who have been active members of the Society for 10 consecutive years, have reached the age of 65 years, are no longer employed full-time, and no longer wish to have full privileges of membership. Emeritus Members shall be eligible to participate in all activities of the Society but do not pay annual membership fees, do not have voting privileges, may not hold office, and do not receive the journal. They may propose amendments to the Constitution and By-Laws, participate on committees, make nominations for elected offices, and sponsor candidates for membership. An Emeritus Member may elect to continue their journal subscription by paying the annual subscription fee. A Member possessing such qualifications shall be provided the option of advancing to Emeritus Member provided that he/she is not in arrears in dues. A Member not possessing these qualifications shall be automatically advanced to Emeritus Member on recommendation of Council for reasons deemed sufficient by the Executive Committee.

13. Student Members are those who are currently enrolled in full-time training at degree-granting institutions. Student Members shall be eligible to participate in all activities of the Society except that they have no voting privileges and may not hold office or sponsor candidates for membership. They may propose amendments to the Constitution and By-Laws, participate on committees, and make nominations for elected offices. Student membership terminates at the end of the first membership year the student can apply for another membership category after leaving school. Former student members are eligible for election to a new membership category according to the same procedures and criteria of other membership categories.

Article VII Disciplinary Action

1. The Executive Committee and then the full Council shall act on any ethics complaints or violations by members whose actions are counter to the purposes of the Society that are referred to the Executive Secretary.

2. Such complaints must be submitted in writing, and the Executive Secretary will inform the complaining party that the written complaint is not confidential.

3. Upon the vetting by the Executive Committee that the complaint has some merit, the complaints will then be reviewed by the Executive Committee for “face valid” merit of scientific misconduct.

4. If it appears that the complaint may be valid, the person(s) who is (are) the subject of the complaint will have an opportunity to see the complaint and respond to the Executive Committee based upon the Executive Committee’s decision.

5. The Executive Committee will forward all written material and an initial recommendation to the full Council.

6. The Council will meet to discuss and/or decide the issue. Actions may include, but are not limited to, no action, verbal or written admonition or suspension or expulsion from the Society. The Society’s attorney will be available to ensure legal compliance throughout this process.

7. Transparency in the process and of the decisions is strongly encouraged.

Article VIII Forfeiture of Membership

Membership may be forfeited for reasons deemed sufficient by the Council, which reasons shall include non-payment of dues or whose actions are counter to the purposes of the Society. Said member shall be given written notice of expulsion and the reasons therefore, and shall have the right of appeal to Council. .

Article IX Meetings

The Society shall meet annually at a time and place designated by Council.

Article X Quorum

Ten (10) members shall constitute a quorum for the Business Meeting.

Article XI Dues

1. Council, on the basis of a budget, shall determine annual membership dues for the ensuing year.

2. Newly elected members will be required to pay the annual membership dues.

3. Dues are collected by the end of each year to cover the ensuing calendar year.

4. Dues may be prorated based on date the membership is approved.

5. The membership dues include a subscription to the Journal.

6. Emeritus members shall be exempt from payment of membership dues, but are required to pay the journal subscription fee if they elect to subscribe to the journal each year.

7. Members who are in arrears of payment of membership dues for 2 years will automatically have membership revoked.

Article XII Journal

1. The official journal of the Society shall be Biological Psychiatry. 2. The Journal is owned by the Society.

3. The Editor reports to Council.

4. The Editor of Biological Psychiatry must be a Society member and is a member of the Council while serving as Journal Editor. The Editor is selected by the Council to a term not exceeding 5 years. Reappointments are allowed with subsequent terms not to exceed 5 years.

5. The Editor of the Journal may appoint Deputy and Associate Editors with the approval of the Editorial Committee and subsequent approval by Council. These individuals should also preferably be active Society members.

6. The Editor of the Journal may be Chairman of the Editorial Committee and shall select the members of this Committee, subject to approval by Council.

7. The Editor may appoint the members of the Editorial Advisory Board for three-year terms in consultation with the Editorial Committee. Reappointments are allowed based on Editorial needs and performance.

8. The President, Executive Secretary and immediate past President may continue ex officio on the Editorial Committee

Article XIII Executive Transactions

1. All business not of a scientific nature shall be transacted at the annual Business Meeting. Special Executive Sessions may be called by action of the Council.

2. The salaries of all Society and Journal employees shall be set on an annual basis by the Council with input from the Executive Director, Executive Secretary and Treasurer, who will be recused when their stipends are discussed.

Article XIV Parliamentary Procedure

Parliamentary procedure at all meetings shall be determined in accordance with Robert’s Rules of Order Newly Revised except that the Constitution and By-Laws shall take precedence.

Article XV Amendments to the By-Laws

1. Amendments to this Constitution and By-Laws of the Society may be proposed by a two-thirds vote of Council or by petition of ten percent of the Members without approval of Council. Proposed amendments shall be submitted in a manner approved by Council with response required within sixty days.

2. Approval of proposed amendments requires a favorable response from two-thirds of the members who vote. Electronic means of voting may be used and the vote shall be null and void if fewer than ten percent of members participate. Council shall decide whether a subsequent vote, requiring the same criteria for approval, will be held.

Article XVI Constitution and By-Laws

New Officers, Committee members and Chairs will be provided with a copy of the Articles of Incorporation and By-Laws by the Executive Director.