last updated:
08/14/2006
--Please note: This information is currently being updated. A revised document will be posted soon.--
Bylaws for the
International Association for Relationship Research
A California Public Benefit Corporation
TABLE OF CONTENTS
ARTICLE 1 OFFICES
ARTICLE 2 PURPOSES
ARTICLE 3 DIRECTORS
ARTICLE 4 OFFICERS
ARTICLE 5 EDITORS
ARTICLE 6 COMMITTEES
ARTICLE 7 EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
ARTICLE 8 CORPORATE RECORDS, REPORTS, AND SEAL
ARTICLE 9 FISCAL YEAR
ARTICLE 10 AMENDMENT OF BYLAWS
ARTICLE 11 AMENDMENT OF ARTICLES OF INCORPORATION
ARTICLE 12 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
ARTICLE 13 MEMBERS
ARTICLE 14 MEETINGS OF MEMBERS
ARTICLE 15 GENERAL PROVISIONS
ARTICLE 1
OFFICES
1.1 PRINCIPAL OFFICE
The principal office of the corporation (hereinafter the "Association")
for the transaction of its business is located in Santa Barbara County,
California.
1.2 CHANGE OF ADDRESS
The Board of Directors may change the principal office from one location
to another within the State of California by noting the changed address
and effective date below, and such changes of address shall not be deemed
an amendment of these Bylaws:
____________________ Dated: __________, 20__
____________________ Dated: __________, 20__
____________________ Dated: __________, 20__
1.3 OTHER OFFICES
The Association may also have offices at such other places, within or
without the State of California, where it is qualified to do business,
as its business may require and as the Board of Directors may, from time
to time, designate.
ARTICLE 2
PURPOSES
2.1 OBJECTIVES AND PURPOSES
The primary objectives and purposes of the Association shall be to:
(a) Stimulate and support the scientific study of personal relationships,
including research, teaching, and scholarship related thereto;
(b) Encourage cooperation among individuals around the world and in various
disciplines who are engaged in the scientific study of personal relationships;
(c) Support the development of the work of new scholars;
(d) Encourage the application of research findings; and
(e) Encourage the dissemination of educational and literary materials
related to the scientific study of personal relationships.
2.2 FUNCTIONS
The Association serves its members by creating and providing opportunities
for members to network with others as they explore relationship processes.
These opportunities may include, but are not limited to, the following:
(a) conferences held in different locations;
(b) other workshops and meetings as needed;
(c) representation of membership interests in a newsletter;
(d) dissemination of a membership directory;
(e) maintenance of an internet site; and
(f) support or sponsorship of academic publications that focus on relationship
processes and the study thereof.
ARTICLE 3
DIRECTORS
3.1 NUMBER
The Association shall have nine directors and collectively they shall
be known as the Board of Directors. The number may be changed only by
amendment of this Bylaw, or by repeal of this Bylaw and adoption of a
new Bylaw, as provided in these Bylaws. Editors and appointed committee
chairs shall serve in an advisory capacity to the Board but shall not
be members of the Board nor have any voting rights therein.
3.2 COMPOSITION
The Board of Directors shall generally consist of the duly elected Vice-President,
Secretary-Treasurer, two Members-at-Large, New Professional Representative,
Program Committee Chair, and Publications Committee Chair, as well as
the President and Past-President. The Vice-President and the Secretary-Treasurer
shall automatically become members of the Board upon their election as
officers of the Association by vote of the membership in accordance with
the provisions of these Bylaws. The President (who shall succeed to the
office from the Vice-President's position) and the Past-President (who
shall have served immediately prior as the President) shall automatically
become members of the Board upon their succession to those positions.
The Members-at-Large, New Professional Representative, Program Committee
Chair, and Publications Committee Chair shall become members of the Board
upon their election to the Board by vote of the membership in accordance
with the provisions of these Bylaws. The New Professional Representative
shall be a student member of the Association, or shall have held the terminal
degree for fewer than two years, at the time of her or his election. The
Board of Directors shall be chaired by the President of the Association
or, in her or his absence, the Vice-President.
3.3 DIVERSITY OF REPRESENTATION
In order to insure diversity of geographic representation on the Board,
including international representation, if the top vote recipient among
those candidates seeking a seat on the Board as a Member-at-Large is from
the same geographical region (as determined by the Board) as the sitting
Member-at-Large, then the next candidate with the highest number of votes
from another geographic region shall replace the highest vote recipient.
In order to insure disciplinary diversity, if the top vote recipient among
those candidates seeking a seat on the board as a Member-at-Large is from
the same discipline (as determined by the Board) as the sitting Member-at-Large,
then the next candidate with the highest number of votes from another
discipline shall replace the highest vote recipient. When geographic and
disciplinary diversity goals conflict, disciplinary diversity shall have
priority.
3.4 POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation
law and any limitations in the Articles of Incorporation and Bylaws relating
to action required or permitted to be taken or approved by the members
of this Association, the activities and affairs of this Association shall
be conducted and all corporate powers shall be exercised by or under the
direction of the Board of Directors.
3.5 DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually
by law, by the Articles of Incorporation of this Association, or by these
Bylaws;
(b) Except as otherwise provided in these Bylaws, prescribe the duties
and fix the compensation, if any, of all officers, agents, and employees
of the Association;
(c) Appoint, employ, remove and discharge, as applicable, all employees
and agents of the Association;
(d) Supervise all officers, agents and employees of the Association to
assure that their duties are performed properly;
(e) Appoint Committee Chairs and Editors (other than the Program Committee
Chair and the Publications Committee Chair);
(f) Establish membership criteria and continuing eligibility criteria;
(g) Establish dues for membership;
(h) Authorize conferences;
(i) Meet at such times and places as is required by these Bylaws;
(j) Register their addresses (both postal and e-mail) with the Secretary-Treasurer
of the Association and notices of meetings mailed, faxed, or electronically
sent to them at such addresses shall be valid notices thereof.
3.6 TERMS OF OFFICE
Each director shall hold office as follows, and until her or his successor
is elected and qualifies:
(a) The President, the elected Vice-President, and the Past-President
shall each serve a one-year term.
(b) The elected Secretary-Treasurer shall serve a three-year term.
(c) The elected Members-at-Large shall each serve two-year staggered terms,
with one Member- at-Large elected at each annual election conducted by
the Association.
(d) The elected New Professional Representative shall serve a two-year
term.
(e) The elected Publications Committee Chair shall serve a two-year term.
(f) The elected Program Committee Chair shall serve a two-year term that
begins two years preceding the regular conference of the Association.
All Board members shall begin serving their terms on the first day of July following their election.
3.7 COMPENSATION
Directors shall serve without compensation. However, they shall be allowed
reasonable advancement or reimbursement of those expenses authorized by
the Board which have been incurred in the performance of their regular
duties as specified in Section 5 of this Article. Directors may not be
compensated for rendering services to the Association in any capacity
other than director unless such other compensation is reasonable and is
allowable under the provisions of this Article.
3.8 RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than thirty-three
percent of the persons serving on the Board may be interested persons.
For purposes of this Section, "interested persons" means either:
(a) Any person currently being compensated by the Association for services
rendered within the previous twelve months, whether as a full- or part-time
officer or other employee, independent contractor, or otherwise, excluding
any reasonable compensation paid to a director as director; or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law
of any such person.
3.9 PLACE OF MEETINGS
Meetings shall be held at such place within or without the State of California
which has been designated from time to time by resolution of the Board
of Directors. Any meeting, regular or special, may be held by conference
via telephone or electronic communications method, so as long as all directors
participating in such meeting can hear or otherwise interact with one
another.
3.10 REGULAR MEETINGS
Regular meetings of Directors shall be held at such times as may be designated
by the Board and shall also be held at the time of each regular meeting
of the Association.
3.11 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President,
the Vice-President, the Secretary-Treasurer, the Past-President, or by
any five directors, and such meetings shall be held at the place, within
or without the State of California, designated by the person or persons
calling the meeting.
3.12 NOTICE OF MEETINGS
Regular meetings of the Board may be held without notice. Special meetings
of the Board may be held upon at least fourteen days' notice by first-class
mail or forty-eight hours' notice delivered personally or by telephone,
fax, or e-mail. If sent by mail, the notice shall be deemed to be delivered
upon its deposit in the mails. Such notices shall be addressed to each
director at her or his address as shown on the books of the Association.
Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place of the adjourned meeting
are fixed at the meeting adjourned and if such adjourned meeting is held
no more than twenty-four hours from the time of the original meeting.
Notice shall be given of any adjourned regular or special meeting to directors
absent from the original meeting if the adjourned meeting is held more
than twenty-four hours from the time of the original meeting. Notice of
meetings not herein dispensed with shall specify the place, day, and hour
of the meeting. The purpose of any Board meeting need not be specified
in the notice.
3.13 WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the Board, however called and noticed
or wherever held, are as valid as though the meeting had been duly held
after proper call and notice, provided a quorum, as hereinafter defined,
is present and provided that either before or after the meeting each director
not present signs a waiver of notice, a consent to holding the meeting,
or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of
the minutes of the meeting.
3.14 QUORUM FOR MEETINGS
A quorum shall consist of a majority of the Board of Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation
of this Association, or by law, no business shall be considered by the
Board at any meeting at which a quorum, as heretofore defined, is not
present, and the only motion which the Chairperson shall entertain at
such meeting is a motion to adjourn.
When a meeting is adjourned for lack of a quorum, it shall not be necessary
to give any notice of the time and place of the adjourned meeting or of
the business to be transacted at such meeting, other than by announcement
at the meeting at which the adjournment is taken, except as provided in
Section 12 of this Article.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Association.
3.15 MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present is the act of the
Board of Directors, unless the Articles of Incorporation or Bylaws of
this Association, or provisions of the California Nonprofit Public Benefit
Corporation Law , particularly those provisions relating to appointment
of committees (Section 5212), approval of contracts or transactions in
which a director has a material financial interest (Section 5233) and
indemnification of directors (Section 5238e), require a greater percentage
or different voting rules for approval of a matter by the Board.
3.16 CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President
or, in the absence of this person, by the Vice-President, or in the absence
of both these persons, by a Chairperson chosen by a majority of the directors
present at the meeting. The Secretary-Treasurer of the Association shall
act as secretary of all meetings of the Board, provided that, in her or
his absence, the presiding officer shall appoint another person to act
as Secretary of the Meeting.
Meetings shall be governed by such rules as may be adopted by the Board,
as such rules may be revised from time to time, insofar as such rules
are not inconsistent with or in conflict with these Bylaws, with the Articles
of Incorporation of this Association, or with provisions of law.
3.17 ACTION BY MAJORITY WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
under any provision of law may be taken without a meeting if a majority
of members of the Board shall individually or collectively consent in
writing to such action. For the purposes of this Section only, "a
majority of members of the Board" shall not include any "interested
director" as defined in Section 5233 of the California Nonprofit
Public Benefit Corporation Law. Such written consent or consents shall
be filed with the minutes of the proceedings of the Board. Such action
by written consent shall have the same force and effect as the majority
vote of the directors. Any certificate or other document filed under any
provision of law which relates to action so taken shall state that the
action was taken by majority written consent of the Board of Directors
without a meeting and that the Bylaws of this Association authorize the
directors to so act, and such statement shall be prima facie evidence
of such authority. The provisions of this section shall not be applicable
in instances in which a meeting is held in accordance with the provisions
of Section 9 of this Article.
3.18 VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation,
or removal of any director, and (2) whenever the number of authorized
directors is increased.
The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law. Directors may also be removed without cause by a vote of a majority of the votes represented at a membership meeting at which a quorum is present. Any director may resign effective upon giving written notice to the President, the Secretary-Treasurer, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Association would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Subject to the provisions of Section 5 of Article 4, vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by (1) the written consent of a majority of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. However, if vacancies are created by the removal of a director, then such vacancy may only be filled by the approval of the members, subject, however, to the provisions of Section 5 of Article 4. The members of this Association may elect a director at any time to fill any vacancy not filled by the directors.
A person appointed or elected to fill a vacancy as provided by this Section shall hold office until the next election of the Board of Directors or officers of the Association (whichever occurs first) where such vacant position is the subject of the election, or until her or his death, resignation, or removal from office, whichever occurs first.
3.19 NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities,
or other obligations of the Association.
3.20 INDEMNIFICATION BY ASSOCIATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee,
or other agent of this Association has been successful on the merits in
defense of any civil, criminal, administrative, or investigative proceeding
brought to procure a judgment against such person by reason of the fact
that he or she is, or was, an agent of the Association, or has been successful
in defense of any claim, issue, or matter therein, such person shall be
indemnified against expenses actually and reasonably incurred by the person
in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against her or him, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this Association but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.
3.21 INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase
and maintenance of insurance on behalf of any agent of the Association
(including a director, officer, employee, or other agent of the Association)
against any liability other than for violating provisions of law relating
to self-dealing (Section 5233 of the California Nonprofit Public Benefit
Corporation Law) asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such, whether or not the Association
would have the power to indemnify the agent against such liability under
the provisions of Section 5238 of the California Nonprofit Public Benefit
Corporation Law.
ARTICLE 4
OFFICERS
4.1 NUMBER OF OFFICERS
The officers of the Association shall be a President, a Vice-President,
a Past-President, and a Secretary-Treasurer. The Association may also
have, as determined by the Board of Directors, one or more Assistant Secretaries,
Assistant Treasurers, or other officers.
4.2 QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any member may serve as an officer of this Association. Officers shall
represent a variety of disciplines and successive incumbents for each
office shall have different disciplinary affiliations. The Vice-President
and Secretary-Treasurer shall be elected by the members of the Association.
The Vice-President shall serve for a one-year term and will then automatically
become President. The President shall serve for a one-year term and will
then automatically become Past-President. The Past-President shall serve
for a one-year term. The Secretary-Treasurer shall serve for a three-year
term. Each officer shall hold office until he or she resigns or is removed
or is otherwise disqualified to serve, or until her or his successor shall
be elected and qualified, whichever occurs first.
4.3 SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it
may deem desirable, and such officers shall serve such terms, have such
authority, and perform such duties as may be prescribed from time to time
by the Board of Directors.
4.4 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board
of Directors, at any time; provided, however, that if such officer is
a member of the Board, then he or she may be removed from the Board only
pursuant to the provisions of Section 17 of Article 3. Any officer may
resign at any time by giving written notice to the Board of Directors
or to the President or Secretary-Treasurer of the Association. Any such
resignation shall take effect at the date of receipt of such notice or
at any later date specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
The above provisions of this Section shall be superseded by any conflicting
terms of a contract which has been approved or ratified by the Board of
Directors relating to the employment of any officer of the Association.
4.5 VACANCIES
Any vacancy among the officers caused by the death, resignation, removal,
disqualification, or otherwise of the Vice-President, Secretary-Treasurer,
or Past-President shall be filled pursuant to the same procedures as those
set forth for the replacement of members of the Board of Directors in
Section 18 of Article 3. Any vacancy caused by the death, resignation,
removal, disqualification, or otherwise of the President shall be filled
by the Vice-President for the remainder of the President's term and shall
not foreclose the Vice-President from serving out her or his full term
as President thereafter. In the event the Vice-President is unable or
unwilling to assume the position vacated by the President, then a President
may be appointed by the Board of Directors to serve until the expiration
of the President's term. Vacancies occurring in offices of officers appointed
at the discretion of the Board may or may not be filled by the Board,
at its discretion.
4.6 DUTIES OF PRESIDENT
The President shall be the chief executive officer of the Association
and shall, subject to the control of the Board of Directors, supervise
and control the affairs of the Association and the activities of the officers.
He or she shall perform all duties incident to her or his office and such
other duties as may be required by law, by the Articles of Incorporation
of this Association, or by these Bylaws, or which may be prescribed from
time to time by the Board of Directors. The President shall preside at
all meetings of the Board of Directors. The President shall also preside
at all meetings of the members. Except as otherwise expressly provided
by law, by the Articles of Incorporation , or by these Bylaws, he or she
shall, in the name of the Association, negotiate and execute such deeds,
mortgages, bonds, contracts, checks, or other instruments which may from
time to time be authorized by the Board of Directors. The President shall
be empowered to authorize expenditures in amounts up to the monetary limits
set by the Board. Subject to the provisions of these Bylaws regarding
the election of the Program Committee Chair and the Publications Committee
Chair, the President may fill any vacancies that may occur among the Chairs
of the various committees authorized herein, or as may hereafter be adopted
by the Board.
4.7 DUTIES OF VICE-PRESIDENT
In the absence of the President, or in the event of her or his inability
or refusal to act, the Vice-President shall perform all the duties of
the President, and when so acting shall have all the powers of, and be
subject to all the restrictions on, the President. The Vice-President
shall have other powers and perform such other duties as may be prescribed
by law, by the Articles of Incorporation, or by these Bylaws, or as may
be prescribed by the Board of Directors.
4.8 DUTIES OF SECRETARY-TREASURER
4.8.1 Secretarial Duties
The Secretary-Treasurer shall:
(a) Certify and keep, at such place as the Board may determine, the original
or a copy of these Bylaws as amended or otherwise altered to date.
(b) Keep at such place as the Board may determine, a book of minutes of
all meetings of the directors, and, if applicable, meetings of committees
and of members, recording therein the time and place of holding, whether
regular or special, how called, how notice thereof was given, the names
of those present or represented at the meeting, and the proceedings thereof.
(c) See that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law.
(d) Be custodian of the records and of the seal of the Association and
see that the seal is affixed to all duly executed documents wherein the
Board requires the affixment of such seal and where the execution of such
document on behalf of the Association under its seal is authorized by
law or these Bylaws.
(e) Keep, at such place as the Board may determine, a membership book
containing the name and address of each and any members, and, in the case
where any membership has been terminated, he or she shall record such
fact in the membership book together with the date on which such membership
ceased.
(f) Prepare and make availabledistribute to members a Directory of Members
as frequent as may be required by the Board.
(g) Exhibit at all reasonable times to any director of the Association,
or to her or his agent or attorney, on request therefore, the Bylaws,
the membership book, and the minutes of the proceedings of the directors
of the Association.
(h) In general, perform all duties incident to the office of Secretary
and such other duties as may be required by law, by the Articles of Incorporation
of this Association, or by these Bylaws, or which may be assigned to her
or him from time to time by the Board of Directors.
4.8.2 Treasurer Duties
Subject to the provisions of these Bylaws relating to the "Execution
of Instruments, Deposits and Funds," the Secretary-Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and
securities of the Association, and deposit all such funds in the name
of the Association in such banks, trust companies, or other depositories
as shall be selected by the Board of Directors.
(b) Receive, and give receipt for, monies due and payable to the Association
from any source whatsoever.
(c) Disburse, or cause to be disbursed, such funds of the Association
as may be directed by the Board of Directors, or by the President under
authorization of the Board, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of the Association's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains, and losses.
(e) Exhibit at all reasonable times the books of account and financial
records to any director of the Association, or to her or his agent or
attorney, on request therefore.
(f) Render to the President and directors, whenever requested, an account
of any or all of her or his transactions as Treasurer and of the financial
condition of the Association.
(g) Prepare, or cause to be prepared, and certify, or cause to be certified,
the financial statements to be included in any required reports.
(h) Collect dues from members and maintain records of the payment of such
dues.
(i) Disburse funds for routine expenditures of the Association in amounts
up to the monetary limits set by the Board.
(j) Prepare, in consultation with the Finance Committee and with such
frequency as the Board may require, proposed budgets for the Association.
(k) In general, perform all duties incident to the office of Treasurer
and such other duties as may be required by law, by the Articles of Incorporation
of the Association, or by these Bylaws, or which may be assigned to her
or him from time to time by the Board of Directors.
4.9 PAST-PRESIDENT DUTIES
The Past-President shall chair the Elections Committee and perform such
other duties as may be required by law, by the Articles of Incorporation
of the Association, or by these Bylaws, or which may be assigned to her
or him from time to time by the Board of Directors.
4.10 COMPENSATION
No salaries shall be paid to officers of the Association. However, they
shall be allowed reasonable advancement or reimbursement of those expenses
authorized by the Board which have been incurred in the performance of
their regular duties as specified herein.
ARTICLE 5
EDITORS
5.1 NEWSLETTER EDITOR
The Board of Directors shall, in consultation with the Publications Committee,
appoint the Editor of the Association's newsletter. The newsletter editor
shall normally serve for a three-year period but may serve for such other
period as is established by the Board. Such editor shall prepare editions
of the newsletter for regular distribution to the members and to subscribers
and shall make a report at each regular meeting of the Board. Such editor
shall serve in an advisory capacity to the Board and may attend any meetings
of the Board but shall have no voting rights with respect thereto. Successive
editors shall have different disciplinary affiliations. New appointees
shall be selected during the second-to-last year of the editor's term
and shall serve as Deputy Editor for one year.
5.2 JOURNAL EDITORS
The Board of Directors shall, in consultation with the Publications Committee,
appoint editors of the Association's journals and recommend editors for
Association-sponsored journals. In cooperation with the publishers of
the journals, editors shall prepare issues of the journals for regular
distribution to the members and to subscribers. Journal editors shall
make reports at each regular meeting of the Board. Journal editors shall
serve in an advisory capacity to the Board and may attend any meetings
of the Board but shall have no voting rights with respect thereto. Except
under exceptional circumstances, successive editors shall have different
disciplinary affiliations. New appointees shall be selected during the
second-to-last year of the editors' terms and shall serve as Deputy Editors
for one year.
The Personal Relationships (PR) journal (PR) editor will submit a prospective annual budget to the Board of Directors. A list of acceptable expenses will be provided to the editor before he/she submits this prospective budget. The PR editor can transfer a total of $1,000 from one budget line to another, without the approval of the Board of Directors. If the PR editor wishes to add another budget line or transfer more than $1,000, he/she needs approval from the Board of Directors. The Board of Directors will make every effort to review this request in a timely manner. The PR editor also will submit an end-of-the-year financial report to the Board of Directors. Unused funds for a given year must be returned to IARR. A new prospective annual budget will then be submitted to the Board of Directors for the next year.
5.3 OTHER EDITORS
The Board of Directors shall, in consultation with the Publications Committee,
appoint editors of any book series or other publication sponsored by the
Association and shall also appoint a web master for the Association’s
internet site. The Board shall specify the duties, responsibilities, and
terms of office of any editors or web masters so appointed.
ARTICLE 6
COMMITTEES
6.1 MEMBERSHIP COMMITTEE
The Board of Directors shall establish a standing Membership Committee.
This committee shall, subject to the provisions of these Bylaws, make
recommendations to the Board with respect to the establishment of criteria
for membership in the Association and shall foster the recruitment of
new members. The committee shall also strive to foster the Association's
goals of disciplinary and geographic diversity. Subject to the provisions
of these Bylaws, this committee shall also make recommendations to the
Board with respect to the suitability for membership of individual applicants
who do not meet the Association's standard criteria for membership.
6.2 FUTURE CONFERENCES COMMITTEE
The Board of Directors shall establish a standing Future Conferences Committee.
This committee shall, subject to the provisions of these Bylaws, engage
in long-range planning for meetings of the Association, including the
identification and evaluation of potential sites for future meetings in
various geographic regions and the feasibility of holding future conferences
with other scientific societies. Subject to the provisions of these Bylaws,
this committee shall also make recommendations to the Board with respect
to potential conference locations and about individuals who might serve
as the chairperson for the Local Arrangements Committee for each conference.
6.3 LOCAL ARRANGEMENTS COMMITTEE
The Board of Directors shall establish a Local Arrangements Committee
for each regular meeting and/or conference of the Association. This committee
shall, subject to the provisions of these Bylaws, be responsible for hosting
the meeting of the Association, including making arrangements for conference
facilities, meals and lodging for the participants, registration, and
other local arrangements. This committee shall coordinate its activities
with the Program Committee and consult the Board as appropriate. For each
conference, a minimum of two-thirds of the local arrangements committee
shall be composed of IARR members.
6.4 PROGRAM COMMITTEE
The Board of Directors shall establish a Program Committee for each regular
meeting and/or conference of the Association, to be chaired by the elected
Program Committee Chair. This committee shall, subject to the provisions
of these Bylaws, coordinate its activities with the Local Arrangements
Committee in planning and announcing each upcoming meeting and/or conference.
This committee shall also be responsible for publicity for each such meeting
and/or conference and for requesting proposals from members with respect
to presentations for each such meeting and/or conference. This committee
shall also evaluate proposals submitted by members and notify applicants
with respect to their acceptance or rejection. This committee shall also
organize the program of speakers, papers, and other events at the meeting
and/or conference, and shall prepare the final program for such meeting
and/or conference.
6.5 PUBLICATIONS COMMITTEE
The Board of Directors shall establish a standing Publications Committee,
to be chaired by the elected Publications Committee Chair. This committee
shall, subject to the provisions of these Bylaws, make recommendations
to the Board concerning the Association's publications, any book series,
the newsletter, and the internet site. This committee shall foster and
oversee the Association's publications within the guideline established
by the Board, encourage scholarship on personal relationships, assist
and advise with publishing contracts, act as consultants to the editors
referenced herein and, at the discretion of the President of the Association,
make recommendations in regard to the selection of new editors.
6.6 AWARDS COMMITTEE
The Board of Directors shall establish a standing Awards Committee to
administer the awards of the Association. This committee shall, subject
to the provisions of these Bylaws, make recommendations to the Board concerning
what awards the Association should sponsor, as well as the criteria to
be used in assessing candidates or entrants (e.g., journal articles) for
each award. This committee shall have the responsibility for all aspects
of the granting of awards, including, but not limited to, announcing what
awards will be given, screening articles (as applicable), soliciting materials
from potential candidates, recommending recipients to the Board of Directors,
arranging for award plaques or other award displays, coordinating the
presentation of the awards, and preparing announcements with respect to
the award recipients for publication in the Association's newsletter and
other outlets for publicity. The Awards Committee shall be responsible
for procuring certificates or gifts to recognize the contributions of
outgoing officers, Board members, and committee chairs.
6.7 ELECTIONS COMMITTEE
The Board of Directors shall establish a standing Elections Committee
to coordinate nominations and elections, to be chaired by the Past-President.
This committee shall, subject to the provisions of these Bylaws, make
recommendations to the Board concerning nomination and election procedures.
This committee shall have the responsibility for all aspects of the election
process, including, but not limited to, establishing and advertising a
time-table for elections, seeking nominations for officers and Board members,
guaranteeing that various disciplines and geographic regions are represented
on the ballot, distributing ballots, receiving and counting ballots, and
reporting election results to the Board, nominees, and membership.
6.8 MENTORSHIP COMMITTEE
The Board of Directors shall establish a standing Mentorship Committee
to foster professional development among members in the early career stage.
This committee shall, subject to the provisions of these Bylaws, make
recommendations to the Board concerning a variety of programs, workshops,
or other activities relevant to professional development in the field
of personal relationships, including, but not limited to, teaching, research,
advocacy, clinical interventions, and professional service.
6.9 FINANCE COMMITTEE
The Board of Directors shall establish a standing Finance Committee. This
committee shall consist of the Secretary-Treasurer, who shall serve as
Chair, and not fewer than three members of the Association, who shall
serve two-year terms. This committee shall, subject to the provisions
of these Bylaws, have responsibility for all aspects of the Association's
finances, including, but not limited to, presenting an annual budget to
the Board, reviewing the annual financial statements of the Association,
and making recommendations to the Board on the management of the Association's
financial assets.
6.10 MEDIA RELATIONS COMMITTEE
The Board of Directors shall establish a standing Media Relations Committee.
This committee shall, subject to the provisions of these Bylaws, have
responsibility for all aspects of establishing contact with the media
in order to encourage positive and favorable relations between relationship
scholars and established media outlets. This committee will assist IARR
members in the dissemination of their scholarship to the public via media
outlets. This may include, but not be limited to, establishing a list
of IARR members who are willing to talk to the media on various topics,
highlighting articles from Association journals for the media to promote,
promoting media presence at Association meetings, and networking with
media contacts.
6.11 GENERALLY
The Board of Directors may, from time to time, and by resolution, form
various other committees to assist the Board and, at their discretion,
disband such committees. Such committees may also be formed by the President,
subject to Board authorization. All committees herein, or to be formed
hereafter, may consist of persons who are not also members of the Board.
All of the committees referenced herein, or to be formed hereafter, shall
act in an advisory capacity only to the Board and/or the President, and
in no manner shall the Board delegate its authority to act with respect
to the findings of such committees. Accordingly, the Board retains final
approval over all recommendations and other actions of any committees
of the Association.
The Vice-President shall nominate any Chairpersons of committees of the Association whom he or she desires to serve once the Vice-President assumes the position of President; provided, however, that the Future Conferences Committee shall nominate the Chairperson of the Local Arrangements Committee, and the Secretary-Treasurer shall chair the Finance Committee, and the Chairpersons of the Program Committee and the Publications Committee shall be elected by the members of the Association. Committee chairs shall represent disciplinary and geographic diversity.
Notwithstanding the foregoing, the Board shall have the full and sole power to appoint and/or remove, in its discretion, the Chairperson of each committee authorized by the Board herein (except for the election of the Chairpersons of the Program Committee and the Publications Committee).
Committee Chairpersons, in consultation with the Board, shall invite members of the Association to serve on their committees. Except under extraordinary circumstances, each committee shall include a student member. Committee chairs shall insure disciplinary and geographic diversity among the members.
6.12 MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held,
and taken in accordance with such rules and procedures as the Board of
Directors may adopt. The Board of Directors may also adopt rules and procedures
pertaining to the conduct of meetings of committees to the extent that
such rules and procedures are not inconsistent with the provisions of
these Bylaws. Committee chairs shall make reports at each regular meeting
of the Board. They shall serve in an advisory capacity to the Board and
may attend any meetings of the Board without vote, unless elected to the
Board.
ARTICLE 7
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
7.1 EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws,
may by resolution authorize any officer or agent of the Association to
enter into any contract or execute and deliver any instrument in the name
of and on behalf of the Association, and such authority may be general
or confined to specific instances. Unless so authorized, no officer, agent,
or employee shall have any power or authority to bind the Association
by any contract or engagement, or to pledge its credit or render it liable
monetarily for any purpose or in any amount.
7.2 CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board
of Directors, or as otherwise required by law, checks, drafts, promissory
notes, orders for the payment of money, and other evidence of indebtedness
of the Association shall be signed by the Secretary-Treasurer for any
amount less than One Thousand Dollars. Any amount over the sum of One
Thousand Dollars shall require approval of the President of the Association.
Approval of the President can be obtained by the Secretary-Treasurer via
email communication.
7.3 DEPOSITS
All funds of the Association shall be deposited from time to time to the
credit of the Association in such banks, trust companies, or other depositories
as the Board of Directors may select.
7.4 GIFTS
The Board of Directors may accept on behalf of the Association any contribution,
gift, bequest, or devise for the charitable or public purposes of this
Association.
ARTICLE 8
CORPORATE RECORDS, REPORTS AND SEAL
8.1 MAINTENANCE OF CORPORATE RECORDS
The Association shall keep at its principal office in the State of California,
or at such other place as shall be determined by the Board of Directors:
(a) Minutes of all meetings of directors, committees of the Board, and
meetings of members, indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given, the names of
those present, and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts
of its properties and business transactions, and accounts of its assets,
liabilities, receipts, disbursements, gains, and losses;
(c) A record of its members indicating their names and addresses and,
if applicable, the class of membership held by each member and the termination
date of any membership;
(d) A copy of the Association's Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the members of the
Association at all reasonable times during office hours.
8.2 CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate
seal. Such seal shall be kept at the principal office of the Association
or such other location as shall be determined by the Board of Directors.
Failure to affix the seal to corporate instruments, however, shall not
affect the validity of any such instrument.
8.3 DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the Association.
8.4 MEMBERS' INSPECTION RIGHTS
Each and every member of this Association shall have the following inspection
rights, for a purpose reasonably related to such person's interest as
a member:
(a) To inspect and copy the record of all members' names, addresses, and
voting rights, at reasonable times, upon five business days' prior written
demand on the Association, which demand shall state the purpose for which
the inspection rights are requested.
(b) To obtain from the Secretary-Treasurer of the Association, upon written
demand and payment of a reasonable charge, an alphabetized list of the
names, addresses, and voting rights of those members entitled to vote
for the election of directors as of the most recent record date for which
the list has been compiled or as of the date specified by the member subsequent
to the date of demand. The demand shall state the purpose for which the
list is requested. The membership list shall be made available on or before
the later of ten business days after the demand is received or after the
date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or minutes of
proceedings of the members or of the Board, or committees of the Board,
upon written demand on the Association by the member, for a purpose reasonably
related to such person's interests as a member.
8.5 RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person
or by agent or attorney, and the right to inspection includes the right
to copy and make extracts.
8.6 ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than
one hundred and twenty days after the close of the Association's fiscal
year to all directors of the Association and to any member who requests
it in writing, which report shall contain the following information in
appropriate detail:
(a) The assets and liabilities, including the trust funds, of the Association
as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds,
during the fiscal year;
(c) The revenue or receipts of the Association, both unrestricted and
restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the Association, for both general
and restricted purposes, during the fiscal year; and
(e) Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Association that such statements were prepared without audit from the books and records of the Association.
If this Association receives one hundred thousand dollars ($100,000) or more in gross revenues or receipts during its fiscal year, this Association shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.
8.7 ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
This Association shall mail or deliver to all directors and any and all
members a statement within one hundred and twenty (120) days after the
close of its fiscal year which briefly describes the amount and circumstances
of any indemnification or transaction of the following kind:
(a) Any transaction in which the Association, or its parent or its subsidiary,
was a party, and in which either of the following had a direct or indirect
material financial interest:
(1) Any director or officer of the Association, or its parent or subsidiary
(a mere common directorship shall not be considered a material financial
interest); or
(2) Any holder of more than ten percent the voting power of the Association's
parent or its subsidiary, if any.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than fifty thousand dollars ($50,000).
Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the Association, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
If this Association provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.
ARTICLE 9
FISCAL YEAR
9.1 FISCAL YEAR OF THE ASSOCIATION
The fiscal year of the Association shall begin on the first day of January
and end on the last day of December in each year.
ARTICLE 10
AMENDMENT OF BYLAWS
10.1 AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws
of public benefit nonprofit corporations, these Bylaws, or any of them,
may be altered, amended, or repealed and new Bylaws adopted upon approval
of two-thirds of those members of the Association casting a ballot. In
addition to any amendments to the Bylaws that may be proposed by the Board
of Directors pursuant to a resolution duly passed by the Board, any petition
submitted to the Board of Directors containing the signatures of ten percent
or more of the membership shall be submitted by the Board of Directors
to the full membership for a vote.
ARTICLE 11
AMENDMENT OF ARTICLES OF INCORPORATION
11.1 AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS
Before any members have been admitted to the Association, any amendment
of the Articles of Incorporation may be adopted by approval of the Board
of Directors.
11.2 AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS
After members have been admitted to the Association, amendment of the
Articles of Incorporation may be adopted by the approval of the Board
of Directors or by the approval of the members of this Association.
11.3 CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this Association shall
not amend its Articles of Incorporation to alter any statement which appears
in the original Articles of Incorporation of the names and addresses of
the first directors of this Association, nor the name and address of its
initial agent, except to correct an error in such statement or to delete
such statement after the Association has filed a "Statement by a
Domestic Non-Profit Corporation" pursuant to Section 6210 of the
California Nonprofit Corporation Law.
ARTICLE 12
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
12.1 PROHIBITION AGAINST SHARING CORPORATE PROFITS
AND ASSETS
No member, director, officer, employee, or other person connected with
this Association, or any private individual, shall receive at any time
any of the net earnings or pecuniary profit from the operations of the
Association, provided, however, that this provision shall not prevent
payment to any such person of reasonable compensation for services performed
for the Association in effecting any of its public or charitable purposes,
provided that such compensation is otherwise permitted by these Bylaws
and is fixed by resolution of the Board of Directors; and no such person
or persons shall be entitled to share in the distribution of, and shall
not receive, any of the corporate assets upon the dissolution of the Association.
All members of the Association shall be deemed to have expressly consented
and agreed that on such dissolution or winding up of the affairs of the
Association, whether voluntarily or involuntarily, the assets of the Association,
after all debts have been satisfied, shall be distributed as required
by the Articles of Incorporation of this Association and not otherwise.
ARTICLE 13
MEMBERS
13.1 CATEGORIES OF MEMBERS
The Association shall have regular members, student members, associate
members, and such other members as may be established by the Board of
Directors. No member shall hold more than one membership in the Association.
13.2 QUALIFICATIONS OF MEMBERS
The qualifications for membership in this Association are as follows:
(a) Regular members must have a graduate degree in, and/or be employed
in, a field that involves the study, research, teaching, and/or professional
practice related to personal relationships.
(b) Student members must be students in a field that is related to the
study of personal relationships. Upon completion of a graduate degree
in a field that involves the study of personal relationships, student
members automatically become eligible for regular membership.
(c) Associate members may be domestic partners of regular or student members
or other persons who have a bona fide interest in furthering the objectives
and purposes of the Association.
13.3 ADMISSION OF MEMBERS
(a) Applicants who clearly meet the above requirements shall be admitted
to membership upon their submission of a written application for membership
to the Association and the payment of their first annual dues.
(b) The applications of applicants who do not clearly meet the above requirements
shall be referred to the Membership Committee which shall make a recommendation
to the Board of Directors regarding the admission of the applicant. All
decisions by the Board of Directors regarding eligibility for membership
shall be final.
13.4 FEES, DUES, AND ASSESSMENTS
(a) The annual dues payable to the Association by members, and any special
assessments or fees, shall be established by the Board of Directors.
(b) Members who are delinquent in the payment of any such dues, assessments,
or fees shall relinquish their voting privileges and such other benefits
of membership as may be determined by the Board of Directors.
13.5 NUMBER OF MEMBERS
There is no limit on the number of members the Association may admit.
13.6 MEMBERSHIP BOOK
The Association shall keep a membership book containing the name and address
of each member. Termination of the membership of any member shall be recorded
in the book, together with the date of termination of such membership.
Such book shall be kept at such location as may be determined by the Board
of Directors and shall be available for inspection by any director or
member of the Association during regular business hours.
The record of names and addresses of the members of this Association shall
constitute the membership list of this Association and shall not be used,
in whole or part, by any person for any purpose not reasonably related
to a member's interest as a member.
13.7 NONLIABILITY OF MEMBERS
A member of this Association is not, as such, personally liable for the
debts, liabilities, or obligations of the Association.
13.8 NONTRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising therefrom. All
rights of membership cease upon the member's death.
13.9 TERMINATION OF MEMBERSHIP
(a) Grounds for Termination. The membership of a member shall terminate
upon the occurrence of any of the following events:
(1) Upon her or his notice of such termination delivered to the President
or the Secretary-Treasurer of the Association personally, by mail, or
by other means such as electronic delivery. Such membership shall terminate
upon the date of delivery of the notice or date of deposit in the mail.
(2) Upon a determination by the Board of Directors that the member has
engaged in conduct materially and seriously prejudicial or injurious to
the interests, purposes, or reputation of the Association.
(3) Upon a failure to renew her or his membership by paying dues on or
before their due date. Such termination shall be effective thirty days
after a written notification of delinquency is given personally, mailed,
or otherwise transmitted electronically to such member by the Secretary-Treasurer
of the Association. A member may avoid such termination by paying the
amount of delinquent dues within a thirty-day period following the member's
receipt of the written notification of delinquency.
(b) Procedure for Expulsion. Following the determination by the Board
that a member should be expelled under subparagraph (a)(2) of this Section,
the following procedure shall be implemented:
(1) A notice shall be sent by first-class or registered mail to the last
address of the member as shown on the Association's records, setting forth
the proposed expulsion and the reasons therefor. Such notice shall be
sent at least thirty days before the proposed effective date of the expulsion.
(2) The member subject to expulsion shall be given an opportunity to be
heard, either orally or in writing, at a hearing to be held not fewer
than five days before the effective date of the proposed expulsion. The
hearing will be held by the Board of Directors in accordance with the
quorum and voting rules set forth in these Bylaws applicable to the meetings
of the Board. The notice to the member of her or his proposed expulsion
shall state the date, time, and place of the hearing on her or his proposed
expulsion.
(3) Following the hearing, the Board of Directors shall decide whether
or not the member should in fact be expelled, suspended, or sanctioned
in some other way. The decision of the Board shall be final.
(4) If this Association has provided for the payment of dues by members,
any person expelled from the Association shall receive a refund of dues
already paid; provided, however, that the refund shall be pro-rated to
return only the unaccrued balance remaining for the period of the dues
payment.
13.10 RIGHTS ON TERMINATION OF MEMBERSHIP
All rights of a member in the Association shall cease on termination of
membership as herein provided.
13.11 AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS
Notwithstanding any other provision of these Bylaws, if any amendment
of the Articles of Incorporation or of the Bylaws of this Association
would result in the termination of all memberships or any class of memberships,
then such amendment or amendments shall be effected only in accordance
with the provisions of Section 5342 of the California Nonprofit Public
Benefit Corporation Law.
ARTICLE 14
MEETINGS OF MEMBERS
14.1 PLACE OF MEETINGS
Meetings of members shall be held at such place or places within or without
the State of California as may be designated from time to time by resolution
of the Board of Directors.
14.2 REGULAR MEETINGS
The members shall meet annually or at such times as may be established
by the Board of Directors, at a time and place to be established by the
Board of Directors, for the purpose of transacting such business as may
come before the meeting. Such meeting shall be referred to as a "regular
meeting."
14.3 SPECIAL MEETINGS OF MEMBERS
Special meetings of the members may be called by the Board of Directors
or the President of the Association. In addition, special meetings of
the members for any lawful purpose may be called by ten percent or more
of the members, provided, however, that the Board of Directors shall determine
the time and place of such special meeting.
14.4 NOTICE OF MEETINGS
(a) Time of Notice. Whenever members are required or permitted to take
action at a meeting, a written notice of the meeting, or notice in electronic
form, shall be given by the Secretary-Treasurer of the Association not
fewer than sixty days before the date of the meeting to each member who,
on the record date for the notice of the meeting, is entitled to vote
thereat.
(b) Manner of Giving Notice. Notice of a members' meeting or any report
shall be given either personally or by mail, or by other means of written
or electronic communication, addressed to the member at the address of
such member appearing on the books of the Association or given by the
member to the Association for the purpose of notice; or if no address
appears or is given, at the place where the principal office of the Association
is located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail, or sent by other means
of written or electronic communication.
(c) Contents of Notice. Notice of a membership meeting shall state the
place, date, and time of the meeting and (1) in the case of a special
meeting, the general nature of the business to be transacted, and no other
business may be transacted, or (2) in the case of a regular meeting, those
matters which the Board, at the time notice is given, intends to present
for action by the members. Subject to any provision to the contrary contained
in these Bylaws, however, any proper matter may be presented at a regular
meeting for such action. The notice of any meeting of members at which
directors or officers are to be elected shall include the names of all
those who are nominees at the time notice is given to members.
(d) Notice of Meetings Called by Members. If a special meeting is called
by members as authorized by these Bylaws, the request for the meeting
shall be submitted in writing, specifying the general nature of the business
proposed to be transacted and shall be delivered personally or sent by
registered mail to the President, Vice-President, or Secretary-Treasurer
of the Association. The officer receiving the request shall promptly cause
notice to be given to the members entitled to vote that a meeting will
be held, stating the date of the meeting. The date for such meeting shall
be fixed by the Board and shall not be fewer than thirty-five nor more
than ninety days after the receipt of the request for the meeting by the
officer. If the notice is not given within thirty days after the receipt
of the request, persons calling the meeting may give the notice themselves.
(e) Waiver of Notice of Meetings. The transactions of any meeting of members,
however called and noticed, and wherever held, shall be as valid as though
taken at a meeting duly held after regular call and notice, if a quorum
is present in person, and if, either before or after the meeting, each
of the persons entitled to vote, but not present in person, signs a written
waiver of notice or a consent to the holding of the meeting or an approval
of the minutes thereof. All such waivers, consents, and approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting. Waiver of notices or consents need not specify either the business
to be transacted or the purpose of any regular or special meeting of members,
except that if action is taken or proposed to be taken for approval of
any of the matters specified in subparagraph (f) of this Section, the
waiver of notice or consent shall state the general nature of the proposal.
(f) Special Notice Rules for Approving Certain Proposals. If action is
proposed to be taken or is taken with respect to the following proposals,
such action shall be invalid unless approved by a majority of those entitled
to vote or unless the general nature of the proposal is stated in the
notice of meeting or in any written waiver of notice:
(1) Removal of directors without cause;
(2) Filling of vacancies on the Board by members;
(3) Amending the Articles of Incorporation; or
(4) An election to voluntarily wind up and dissolve the Association.
14.5 QUORUM FOR MEETINGS
A quorum for all regular meetings and other meetings shall consist of
five percent (5%) of the voting members of the Association.
The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.
In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person at the meeting, but no other business shall be transacted at such meeting.
When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than ninety days.
Notwithstanding any other provision of this Article, if this Association authorizes members to conduct a meeting with a quorum of less than one-third of the voting power, then, if less than one-third of the voting power actually attends a regular meeting, in person, no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.
14.6 MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting members present
in person at a duly held meeting at which a quorum is present is the act
of the members, unless the law, the Articles of Incorporation of this
Association, or these Bylaws require a greater number.
14.7 VOTING RIGHTS
Each member is entitled to one vote on each matter submitted to a vote
by the members. Voting at duly held meetings shall be by voice vote. Election
of Directors and officers, however, shall be by ballot. Cumulative voting
for the election of directors shall not be permitted. Subject to the provisions
of Section 3 of Article 3, the candidates receiving the highest number
of votes up to the number of directors to be elected shall be elected.
14.8 PROXY VOTING
Members entitled to vote shall not be permitted to vote or act by proxy.
Accordingly, no provision in this or other sections of these Bylaws referring
to proxy voting shall be construed to permit any member to vote or act
by proxy.
14.9 CONDUCT OF MEETINGS
Meetings of members shall be presided over by the President of the Association
or, in her or his absence, by the Vice-President of the Association or,
in her or his absence, or in the absence of both of these persons, by
a Chairperson chosen by the Board. The Secretary-Treasurer of the Association
shall act as Secretary of all meetings of members, provided that, in her
or his absence, the presiding officer shall appoint another person to
act as Secretary of the Meeting.
Meetings shall be governed by such rules as may be adopted by the Board,
as such rules may be revised from time to time, insofar as such rules
are not inconsistent with or in conflict with these Bylaws, with the Articles
of Incorporation of this Association, or with any provision of law.
14.10 ACTION BY WRITTEN BALLOT WITHOUT A MEETING
Any action which may be taken at any regular or special meeting of members
may be taken without a meeting if the Association distributes a written
or electronic ballot to each member entitled to vote on the matter. The
ballot shall set forth the proposed action, provide an opportunity to
specify approval or disapproval of each proposal, provide that where the
person solicited specifies a choice with respect to any such proposal
the vote shall be cast in accordance therewith, and provide a reasonable
time within which to return the ballot to the Association. Ballots shall
be mailed or delivered in the manner required for giving notice of meetings
specified in Section 4(b) of this Article.
All written or electronic ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors or officers, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the Association in order to be counted.
Approval of action by written ballot shall be valid
only when the number of votes cast by ballot within the time period specified
equals or exceeds the quorum required to be present at a meeting authorizing
the action, and the number of approvals equals or exceeds the number of
votes that would be required to approve the action at a meeting at which
the total number of votes cast was the same as the number of votes cast
by ballot.
Directors and officers may be elected by written or electronic ballot.
Such ballots for the election of directors or officers shall list the
persons nominated at the time the ballots are mailed or delivered. If
any such ballots are marked "withhold" or otherwise marked in
a manner indicating that the authority to vote for the election of directors
or officers is withheld, they shall not be counted as votes either for
or against the election of a director or officer.
A written or electronic ballot may not be revoked after its receipt by the Association or its deposit in the mail, whichever occurs first.
14.11 ACTION BY MAJORITY WRITTEN CONSENT WITHOUT MEETING
Except as otherwise provided in these Bylaws, any action required or permitted
to be taken by the members may be taken without a meeting, if a majority
of members shall individually or collectively consent in writing to the
action. The written consent or consents shall be filed with the minutes
of the proceedings of the members. The action by written consent shall
have the same force and effect as the majority vote of the members. The
provisions of this section shall not be applicable in instances in which
a meeting is held in accordance with the provisions of Section 10 of this
Article.
14.12 RECORD DATE FOR MEETINGS
The record date for purposes of determining the members entitled to notice,
voting rights, written ballot rights, or any other right with respect
to a meeting of members or any other lawful membership action, shall be
fixed pursuant to Section 5611 of the California Nonprofit Public Benefit
Corporation Law.
ARTICLE 15
GENERAL PROVISIONS
15.1 COMMITMENT TO DIVERSITY
The Association is committed to encouraging diversity according to gender,
race, discipline, and geographic region among its officers and other designated
roles within the Association (e.g., among officers, directors, editors,
committee chairpersons, editorial Board members, and committee members).
Accordingly, the Board may authorize such actions to promote this goal
of diversity as it deems appropriate.
15.2 USE OF ASSOCIATION'S NAME
No member, officer, or director of the Association may take any action
or issue any statement in the name of, or on behalf of, the Association
except upon explicit and specific authorization by the Board.
15.3 AFFILIATIONS WITH OTHER ORGANIZATIONS
The Board may, on behalf of the Association, establish affiliations and
cooperative activities with other scientific and professional organizations,
and may delegate representatives thereto and the expenditure of funds
in furtherance of such affiliations and activities. The Board may also
terminate such affiliations and activities when the Board determines that
they are not in the best interests of the Association.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors
in the Articles of Incorporation of the Association, a California nonprofit
corporation, and, pursuant to the authority granted to the directors by
these Bylaws to take action by majority written consent without a meeting,
consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of
this corporation.
Dated: December 1, 2003
Robert M. Milardo, Ph.D., Director
William Cupach, Ph.D., Director
Terri Orbuch, Ph.D., Director
Christopher Agnew, Ph.D., Director
F. Scott Christopher, Ph.D., Director
Anita Vangelisti, Ph.D., Director
Larry Kurdek, Ph.D., Director
Barbara Winstead, Ph.D., Director
Joao Moreira, Ph.D., Director
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.
Dated: December 1, 2003
Christopher R. Agnew, Secretary-Treasurer
AS AMENDED BY MEMBERSHIP VOTE, FEBRUARY 21, 2005.