ARTICLE I
Membership
Membership in the Society for Natural Philosophy is open to any person or
corporation upon and subject to regular payment of dues to be fixed by the
Governing Committee.
ARTICLE II
Governing Committee
Section 1. Function. The duty of organizing meetings, and all other business proper to the Society, is discharged by the Governing Committee.
Section 2. Governing Members. The Members of the Governing Committee are
designated as Governing Members of the Society, who serve also as the
directors of the Society (see Article V).
Section 3. Selection. Any Member on the Selection Committee, which is
described in Article III, is eligible for election to the Governing
Committee. The mechanism of election is set forth below in Article IV. The
Governing Committee shall never be less than five members at any one time.
Section 4. Term. Membership in the Governing Committee terminates
automatically when a Governing Member ceases to be a Member of the Society;
it may terminate by resignation at any time. The Governing Members shall
serve for a term of three years; approximately one-third of the Governing
Members shall be elected in each year.
Section 5. Officers. The officers of the Society shall be a Chairman,
Secretary, and Treasurer, elected as specified in Article IV from the
persons serving from time to time as Members of the Governing Committee.
They shall serve for a term of three years and shall not be eligible for
re-election to succeed themselves in the same office. The election of each
officer shall always fall in a year different from those for the other two
officers. No person shall hold more than one office at one time. If a
Governing Member is elected to an office whose term exceeds that of the
original Governing Membership, the latter term shall automatically be
extended sufficiently to cover the full term of office. Any vacancy in an
office of the Society by death, resignation, or otherwise, shall be filled
as provided in Article IV for election of officers.
Section 6. Chairman. The Chairman shall be the chief executive officer of
the Society and, as such, shall have general supervision over the business
of the Society, shall preside at all meetings of the Governing Committee,
and shall speak for the Society as occasion may demand.
Section 7. Secretary. The Secretary shall be the custodian of the Seal of
the Society and in general perform all duties incident to the office of
Secretary, which include what follows: (i) to record and distribute to all
Members of the Governing Committee the minutes of each meeting of that
Committee; (ii) to be responsible for elections as described in Article IV;
(iii) to distribute to all Members of the Society, in each year, current
lists of the Members of the Selection and Governing Committees and of the
Members of the Society; (iv) to send to each new Member of the Society a
copy of these By-Laws, and to notify every Member of the Society about any
amendment of the By-Laws.
Section 8. Treasurer. The Treasurer shall have custody of all assets of the
Society, shall keep adequate and accurate accounts with respect to such
assets, and in general shall perform all duties incident to the office of
Treasurer, which include, in particular, giving regular accounting for the
moneys of the Society.
Section 9. Meeting of the Committee. In each calendar year there shall be
at least one in-person or online meeting of the Governing Committee
designated as a meeting of the directors. A majority shall constitute a
quorum for the transaction of any business at any meeting of the Governing
Committee.
Section 10. Program Committee. Meetings of the Society shall be arranged by
the Program Committee. The Program Committee shall consist in the Chairman,
Secretary, Treasurer, and two additional Members of the Governing
Committee. These last-named two shall be elected by the procedure specified
below in Article IV for terms of three years. The additional Members of the
Program Committee are not eligible for re-election to succeed themselves.
Should an additional Member of the Program Committee be elected to an
office of the Society, a special election will be held for the former place
of that Member, so as to bring the total membership of the Program
Committee up to five. The Chairman shall act as chairman of the Program
Committee.
ARTICLE III
SELECTION COMMITTEE
Section 1. Function. The function of the Selection Committee shall be to
elect, by the mechanism set forth in Article IV, the Members of the
Governing Committee.
Section 2. Composition. Any Member of the Society may become a Member of
the Selection Committee by presenting to the Secretary a petition for
membership signed by a majority of the Governing Committee as then
constituted. Governing Members, upon cessation of their term, will become
Members of the Selection Committee.
Section 3. Suspension and Termination of Membership. The function of a
Member on the Selection Committee shall be suspended when that Member is
elected to and serves on the Governing Committee. Membership on the
Selection Committee may terminate by resignation at any time and shall
terminate in any event when a Member ceases to be a Member of the Society.
ARTICLE IV
Elections
Section 1. Election to Membership in the Governing Committee. At a
specified time each year, the Secretary shall mail to each Member of the
Selection Committee a ballot, giving notice thereon of the number of
current vacancies on the Governing Committee. This ballot will be
accompanied by a list of all eligible Members of the Selection Committee.
The Members of the Selection Committee will then write on their ballots
names from this list, not exceeding the number of such vacancies. The
persons receiving the highest number of votes will be considered elected
and will be so notified by the Secretary. In the case of a tie, the
Secretary shall submit the names of the tied candidates to a deciding vote
of the Governing Committee.
Section 2. Election of Officers. Any Member of the Governing Committee may
declare candidacy for any office of the Society or may be nominated by any
other Member of the Governing Committee. Nominations must be sent to the
Secretary, who will conduct the annual elections by secret mailed ballots.
The officers shall be elected by the Members of the Governing Committee. In
case no nomination for a particular office is received by the time of an
election, the three officers then serving will nominate one Member of the
Governing Committee as a candidate for such office. For each office, if
there is only one candidate, the Secretary will notify the Governing
Committee and extend the deadline for nominations for two weeks. If there
is still only one candidate, that candidate shall be considered to be
elected. If there are two candidates, the candidate receiving a majority of
the total number of votes cast shall be considered to have won the
election. If there are more than two candidates, a candidate receiving
votes from a majority of the Governing Committee shall be considered to be
elected. If no candidate for office receives such a majority, a further
ballot will be conducted for the two candidates for such office having
received the largest number of votes. On this further ballot the candidate
receiving a majority of votes cast will be deemed elected. In the case of a
tie, the Secretary shall cast the deciding vote. The election of officers
shall be held annually at such time as the Chairman shall determine, but
not less than approximately one year after the preceding election. The
officers of the Society when elected from time to time shall hold office
until the next elections and until their successors are elected and
qualified.
Section 3. Election to the Program Committee. The two additional Members of
the Program Committee specified in Article II, Section 10, shall be elected
by the same procedure as laid down in Article IV, Section 2, for election
of officers.
Section 4. Consent of Candidates, Conflicts. No person's name shall be
placed without that person’s consent on any ballot as specified in Sections
2 and 3, and no person shall be a candidate simultaneously for more than
one of those offices or memberships.
ARTICLE V
Directors
Section 1. The property, business, and affairs of the Society shall be
managed by a board of directors, which shall consist in the Members of the
Governing Committee of the Society serving from time to time. The number of
the directors shall vary from time to time as the number of Governing
Members may vary as provided herein above in these By-Laws.
Section 2. The directors shall meet for the transaction of any business
that may come before the meeting, online or in-person, but shall meet at
least annually.
Section 3. A majority of the directors serving as such from time to time
constitute a quorum for the transaction of any business at any meeting of
directors.
Section 4. Each director shall be entitled to one vote.
ARTICLE VI
Meetings of the Society
Section 1. Attendance. Only Member of the Society or persons invited in
writing by a Member of the Governing Committee may attend meetings of the
Society.
Section 2. Frequency. The Program Committee shall arrange at least one
meeting in each calendar year. Any Member of the Society who is willing to
organize a meeting may suggest an additional meeting for each calendar
year. Any suggested meeting is subject to the approval of the Program
Committee.
Section 3. Nature. Each meeting of the Society will concern a specified
topic, narrower than the scope of the Society but not confined to the
interests of a single organized profession.
Section 4. Local Committee. In the case of a meeting held at an
institution, the Chairman will appoint two representatives of that
institution to serve pro tem on the Program Committee in all matters
concerning that particular meeting.
ARTICLE VII
Publications
Other than announcements of meetings and appropriate personal
communications, the Society shall not publish any material. In particular,
it shall not issue either a periodical or volumes containing the
proceedings of meetings, nor shall it give its approval to any periodical
or volume.
ARTICLE VIII
Adoption of By-Laws
These By-Laws shall be submitted for ratification to the directors of the
Society and when approved by a majority of the directors shall be
considered to be the valid and adopted By-Laws of the Society.
ARTICLE IX
Amendments to By-Laws
If a number no less than two-thirds of Governing Members signify in writing
to the Secretary their approval of proposed amendments to these By-Laws, or
additional By-Laws, the Secretary shall submit such amendments or
additional By-Laws, with a delay of not more than three months, to a vote
of all Members of the Governing Committee as then constituted. If
three-quarters of the Members of the Governing Committee vote in favor of
the proposed amendments or additional By-Laws, these shall be submitted to
a second vote, not less than six months and not more than one year later.
If again three-quarters of the Members of the Governing Committee as then
constituted vote in favor of the proposed amendments or additional By-Laws,
they shall be considered to be adopted and shall be part of the By-Laws of
the Society.
ARTICLE X
Corporate Seal
The seal of the Society shall be circular in form with the words "Society
for Natural Philosophy, Inc., 1963 Maryland" thereon.
ARTICLE XI
Fiscal Year
The fiscal year of the Society shall be the calendar year.
ARTICLE XII
Checks, Notes, Contracts, Etc.
Section 1. Contracts, notes deeds, leases and similar instruments shall be
executed on behalf of the Society by any one of the officers of the
Society. The seal of the Society may be affixed to any instrument requiring
it and may be attested by any officer of the Society.
Section 2. All checks, drafts, or other orders for the payment of money
shall be signed by any one of the officers of the Society.
ARTICLE XIII
Dues and Attendance Charges
Dues for membership in the Society and/or charges for attendance at
meetings of the Society shall be imposed in such amount as may be
determined from time to time by a majority of the Governing Committee.