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.
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.
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.
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.
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.
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.
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.
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.
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.
The seal of the Society shall be circular in form with the words "Society for Natural Philosophy, Inc., 1963 Maryland" thereon.
The fiscal year of the Society shall be the calendar year.
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.
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.