Constitution and Rules

ARTICLE I :  Names and Objectives
(Click to download the original American Fisheries Society Constitution and Rules.Doc)

  1. The name of the corporation is the AMERICAN FISHERIES SOCIETY, hereinafter called the SOCIETY. The term “Society” refers to the corporation as a whole and to its central functions and products; except in the aggregate, it does not refer to the corporation’s organizational units or to their functions or products.
  2. The Society’s objectives are to:
    1. Promote the conservation, development, and wise use of the fisheries;
    2. Promote and evaluate the development and advancement of all branches of fisheries science and practice;
    3. Gather and disseminate to Society members and the general public scientific, technical, and other information about fisheries science and practice through publications, meetings, and other forms of communication; and
    4. Encourage the teaching of fisheries science and practice in colleges and universities and the continuing education and development of fisheries professionals.
  3. The Society may undertake any lawful activity to administer its affairs and attain its objectives, alone or in conjunction with others, except any activity that would cause it to lose its exemption from United States federal taxation as provided by Section 501 (c) (3) of the Internal Revenue Code of 1954, in that Section’s present or future form.

ARTICLE II: Membership

  1. Individuals or institutions interested in the Society and its objectives may become members in one of the following categories. The Governing Board may establish special categories of membership within any of these categories or subclasses.
    1. ACTIVE MEMBERS are individuals with voting rights in one of the following subclasses.
      1. GENERAL MEMBERS pay dues annually, and their membership extends through the calendar year (only) for which dues are paid.
      2. LIFE MEMBERS pay a specified fee and are exempt from further payment of dues to the Society.
      3. HONORARY MEMBERS are persons who, because of their outstanding professional or other attainments, outstanding service to the Society, or official position, have been elected to permanent dues-free membership in the Society. Honorary Members must be nominated by at least 100 active members and elected by a 2/3 majority of active members present at an annual or special Society meeting. A Life Member elected to Honorary membership retains the privileges of Life membership.
    2. AFFILIATE MEMBERS are individuals or public or private institutions without voting privileges who wish to support the Society and have paid annual calendar-year dues in one of the following subclasses.
      1. OFFICIAL MEMBERS are federal, state, provincial, territorial, or intergovernmental institutions.
      2. CONTRIBUTING MEMBERS are nongovernmental individuals or institutions.
  2. Members of the Society may elect to be members of one or more Chapters and/or Sections of the Society. Such voluntary memberships are subject to the respective Chapter or Section dues, even if a member is exempt from Society dues.

ARTICLE III:  Officers, Staff, and Elections

  1. Elected Society officers are President, President-elect, First Vice-president, Second Vice-president, and Immediate Past-president.
    1. Only Active Members as indicated in the Society’s Rules and Procedures.may be nominated for these elective offices.
    2. Society officers and committee members, other than the Executive Director and AFS staff serving on committees, shall receive no salary or clerical or other expenses unless approved in advance by the Governing Board.
    3. Duties of the elected officers shall be as indicated in the Society’s Rules and Procedures.
  2. The Governing Board may employ an Executive Director and other Society staff, who shall serve at its pleasure. The Executive Director serves as Secretary and Treasurer of the Society.
    1. The Executive Director is responsible to the Governing Board and acts with its advice and consent. The Executive Director shall manage the Society’s daily activities, implement Society policies and advance Society objectives as set forth in the Constitution, Rules and Procedures, and in Governing Board directives.
    2. Salaries and compensation for the Executive Director shall be established by the Governing Board. Salaries and compensation for other Society staff shall be established by the Executive Director.
  3. The nomination and election of officers shall be conducted as indicated in the Society’s Rules and Procedures.

ARTICLE IV:  Governing Board and Management Committee

  1. The Governing Board comprises the elected officers, Executive Director, Division presidents and presidents-elect, Section and Chapter presidents, president of the Student Subsection of the Education Section, and Constitutional Consultant, and shall function as indicated in the Society’s Rules and Procedures A majority of voting Governing Board members constitutes a quorum.
  2. The Management Committee functions as an Executive Committee of the Governing Board and comprises those members indicated in the Society’s Rules and Procedures.

ARTICLE V:  Units of the Society

  1. Units of the Society include Divisions, Chapters, Sections, and Student Subunits as indicated in the Society’s Rules and Procedures
  2. A unit of the Society may be authorized by the Governing Board if it seems likely to provide a worthwhile and long-term service to the Society.

ARTICLE VI:  Meetings and Voting

  1. Decisions and voting at Society meetings shall be as follows.
  2. Fifty Active Members constitute a quorum for transaction of Society business at annual or special meetings.
  3. In an emergency, the Governing Board may cancel or change the place of an annual Society meeting.
  4. The Society shall meet once a year. The Governing Board sets the time and place of the annual meeting, and may do so two or more years in advance. Only the President may call special meetings with the approval of the Governing Board. Unless otherwise specified in the Constitution, meetings are conducted according to the latest edition of Robert’s Rules of Order.
    1. Decisions at meetings are by simple majority of Active Members voting, except 2/3 majorities are required to:
      1. amend the Constitution;
      2. suspend a Rule; or
      3. elect an Honorary Member.
    2. Any Active Member who cannot attend a Society meeting may request the Executive Director, in writing, to register her or his vote on a previously published question. Such proxy votes must be assigned before the meeting at which the question is considered, and may not be used to establish a quorum.
  5. Business and voting may be conducted via mail or electronic mail instead of at Society or Governing Board meetings. An electronic vote must be approved by the President, or the Officers, or Governing Board, as appropriate for the issue being considered. All aspects of the vote (quorum, notification, length of time the vote is left open) must follow the approved procedures for the type of issue being considered.
  6. Members may raise any matter for a Society-wide referendum.
    1. A referendum is posed in the form of a written petition signed by 400 Active Members or by 10 percent of all Active Members, whichever is less.
    2. The Executive Director shall provide to the membership each validated referendum and summarized arguments pro and con as soon thereafter as possible. Ballots sent to all Active Members shall specify the date by which they must be returned to the Executive Director; this date will be at least 30 days but no more than 60 days after ballots are distributed. Decisions will be by simple majority of those voting, except where a 2/3 majority is required. Results of the referendum shall be provided to the membership.

ARTICLE VII:  Publications

  1. Publications serve as a means for the Society to transmit information to its members and to others with a legitimate interest in that information.
  2. The Society shall produce publications as indicated in the Society’s Rules and Procedures.

ARTICLE VIII:  Dues, Fees, and Charges

  1. The Governing Board may determine, by a 2/3 majority vote, all Society dues, fees, and charges.
  2. The Governing Board may elect to transfer a portion of the Society’s annual membership dues to the Divisions and Chapters.
  3. All monies due the Society shall be remitted to the Executive Director in U.S. currency or the equivalent in the currency of another country.

ARTICLE IX:  Standing Committees

  1. Standing Committees help conduct the Society’s affairs.
  2. The President shall appoint and charge the chairs and members of all standing committees as indicated in the Society’s Rules and Procedures.

ARTICLE X:  Constitution, Rules and Procedures

  1. The Constitution is the defining document for the Society. It takes precedence over all other rules and procedures of the Society. It cannot be suspended, unless otherwise specified in the Constitution, and it cannot be changed without prior notice to members.
    1. The Constitution may be amended by a 2/3 majority of Active Members who vote on an amendment.
    2. Amendments passed during an annual Society meeting take effect at the close of that meeting. Amendments passed at other times take effect at the close of the first subsequent annual meeting.
    3. Amendments may be proposed and considered in the following ways.
      1. They may be brought before an annual or special Society meeting if they have been provided to the membership by the Executive Director at least 30 days before that meeting and if they have been proposed either by 3/4 vote of the Governing Board or a validated petition signed by at least 50 Active Members.
      2. They may be brought to referendum according to procedures in Article VI. 5.
  2. Rules are the next highest level of documentation of Society operations. They are generally established to facilitate the conduct of Society business, and to describe duties and responsibilities of officers and staff in that context. They may be suspended or amended as follows, unless otherwise specified in the Constitution.
    1. The Rules may be suspended until the next annual or special Society meeting by a 2/3 majority of the Governing Board.
    2. The Rules may be suspended for the duration of a meeting by a 2/3 majority of Active Members voting at an annual or special Society meeting.
    3. The Rules may be amended by a simple majority of Active Members voting at an annual or special Society meeting.
  3. Procedures are the lowest level of documentation of Society operations. They are generally established to provide continuity in the conduct of Society business. The Procedures may be suspended or amended by a simple majority vote of the Governing Board.

 

RULES

Rules are established to facilitate the conduct of Society business, and to describe duties and responsibilities of officers and staff. Procedures for amending or suspending Rules are specified in Article X of the Constitution.

  1. Order of Business

The agenda for an annual Society business meeting shall include, but need not be limited to, the following items.

a. Call to order by the President

b. Determination of a quorum

c. Introduction of guests and visitors

d. Address of the President

e. Report of the Executive Director

f. Financial Report

g. Report of the Resolutions Committee

h. Report of the Vote Auditor

i. Nomination of Honorary Members

j. Other old business

k. Installation of new officers

l. New business

m. Adjournment

  1. Resolutions

Resolutions shall be introduced at an annual or special Society business meeting by the Chair of the Resolutions Committee or a designated representative. General resolutions of broad national or international interest to be considered by the Society, including any that units may have approved and wish to nominate for Society action, must be submitted in writing to the Resolutions Committee Chair at least 30 days before the annual meeting or an electronic vote. Internal resolutions that concern the Society may be submitted to the Chair at any time and need not be approved by the Governing Board prior to presentation to the membership. External resolutions must be determined to be relevant and appropriate by the Governing Board in accordance with Article IX.2.X of the Constitution before presentation to the membership for review or a vote.

  1. Officers, Staff, and Elections
    1. Duties of the elected officers
      1. The President shall be responsible for Society business; make appointments authorized by the Constitution; establish and appoint special committees and consultants as required; exercise other responsibilities arising from actions of the Society and the Governing Board; chair all Society, Governing Board, and Management Committee meetings; and provide direction to the Executive Director when the Governing Board is not in session.
      2. The President-elect shall assume the duties of the President when that officer is temporarily or permanently unable to act; select the Chair of the Arrangements Committee for the annual Society meeting two years hence; and serve on committees as indicated in the Society’s Rules and Procedures.
      3. The First Vice-president shall assume the duties of the President-elect when that officer is temporarily unable to act and serve on committees as indicated in the Society’s Rules and Procedures.
      4. The Second Vice-president shall assume the duties of the First Vice-president when that officer is temporarily unable to act; select the Chair of the Program Committee for the annual Society meeting four years hence; and serve on committees as indicated in the Society’s Rules and Procedures.
      5. The Immediate Past-president shall serve on committees as indicated in the Society’s Rules and Procedures.
    2. The nomination and election of officers
      1. On or about April 1 but at least 90 days before an annual Society meeting, the Executive Director shall provide all Active Members a printed or electronic ballot bearing nominations for President-elect, First Vice-president, and Second Vice-president. There must be at least two nominees for Second Vice-president. Members will be allowed at least 30 days from the distribution date to return their printed or electronic ballots to the Vote Auditor.
      2. Nominations for elective Society offices may be received and processed in two ways.

a. The Nominating Committee is obliged to present an annual slate of candidates. This slate must be announced to the membership in the February issue of Fisheries, at least 60 days before ballots are distributed. (see Article III. 3. A. and Procedures)

b. Eligible candidates may be nominated in a written petition signed by at least 100 Active Members and presented to the Executive Director by 30 days after the distribution of the February issue of Fisheries, and at least 30 days before ballots are distributed. (see Article III. 3. A. and Procedures)

iii. The nominee receiving the largest number of votes for each office is elected. If a tie occurs, the Governing Board makes the selection by a majority vote.

         c.   The elected officers—President-elect, First Vice-president, and Second Vice-president—are installed in office                    during the annual Society meeting immediately following their election, except as indicated below.

i. At  the installation, the current President-elect and President automatically become President and Immediate Past-president, respectively. The five officers retain office until the next annual Society meeting.

ii. If an election of officers is invalidated for any reason, the current officers will retain their positions and responsibilities until a new election can be held. 

iii. If a valid election of officers occurs but the annual Society meeting is canceled or postponed more than one month, new officers will be installed without formal ceremony at the originally scheduled time of the meeting. Should an annual Society meeting be postponed one month or less, the transition of officers will occur at that meeting, as usual.

iv. If an election of new officers cannot be completed before that year’s annual Society meeting, the installation and transition of officers shall occur without formal ceremony as soon after the meeting as election results are validated. Current officers and appointed committee members retain their positions and responsibilities until that time.

v. If an elected officer cannot complete the term of office, the Governing Board may appoint a replacement until an election can be held. A vacated presidency shall be filled by the President-elect, who will continue as President through the normal term. A vacated immediate past-presidency shall not be filled until the next scheduled transition of officers.

4. Governing Board

 a. The Executive Director, Chapter presidents, president of the Student Subsection of the Education Section, and Constitutional Consultant have no vote on the Governing Board.

 b. A majority of voting Governing Board members constitutes a quorum.

 c. Except for Society officers, voting members of the Governing Board may be represented at a Governing Board meeting by any past-president or a current elected officer of their respective unit, provided such alternates are designated in writing to the Executive Director before the meeting. Alternates have full voting powers, but may not be contemporary members of the Governing Board, and may represent only one voting member at each meeting.

 d. The Governing Board meets in conjunction with the annual Society meeting and approximately midyear between annual meetings. Such meetings are open to Society members. The Governing Board may meet in camera to discuss personnel but the President must announce any decisions made as the first order of business in a meeting following such a session.

e. The Governing Board decides Society policies, approves the annual budget as presented by the Management Committee, and transacts other necessary Society business.

  1. Management Committee
    1. The Management Committee comprises the following:
      1. AFS President (chair), President-elect, First Vice-president, Second Vice-president, and Immediate Past-president;
      2. The presidents of two Divisions and presidents-elect of the two alternative Divisions. The presidents-elect remain on the Committee during their presidential year;

      iii. Four Division or Section members on the Governing Board (voting or not) elected at large by the Governing            Board; and

      iv. Executive Director, Constitutional Consultant, and such others as the President may appoint (nonvoting).

b. All Management Committee members may vote, regardless of their voting status on the Governing Board (except as noted above).

c. A majority of voting Management Committee members constitutes a quorum.

  1. Units of the Society
    1. The following are classes of Society units.
      1. DIVISIONS are geographically defined units intended to advance the Society’s objectives over broad regions. Division boundaries follow existing political boundaries.

a. A petition to create a new Division must be signed by at least 200 Active Members from the geographic region of that Division.

b. Division presidents and presidents-elect are voting members of the Society Governing Board, and the president shall report on Division activities at Governing Board meetings. Chairs of Division membership and resolutions committees serve, respectively, on the Society Membership and Resolutions committees. Each Division annually elects one representative to the Society Nominating Committee.

c. The Division secretary-treasurer shall send minutes of the annual Division business meeting to the Executive Director within 30 days of the meeting.

d. Divisions may levy special fees.

e. Society members who reside within a Division’s geographic area are members of that Division unless they notify the Executive Director in writing that they wish to be members of another Division. Society members who reside outside of Division boundaries may request Division affiliation by writing to the Executive Director.

f. The transfer of a geographic area from one Division to another may be requested by a petition signed by 25 Active Members residing in that area, or by 10% of resident members if this is fewer. Upon receipt of the petition, the Executive Director shall conduct a ballot of all members in the area. If 2/3 of those voting favor a transfer, the petition shall be transmitted to the Governing Board for approval.

ii. CHAPTERS are geographically defined units intended to advance the Society’s objectives over more localized areas than Divisions. Chapter boundaries may not cross Division lines, but otherwise they need not follow political boundaries. Chapters may form in areas not covered by existing Divisions.

a. A petition to create a new Chapter must be signed by at least 25 Active Members from the geographic area of that Chapter.

b. If a Chapter occurs within a Division, its president is a voting member of the Division’s executive committee and, if unable to attend a meeting of that body, may designate any past-president or a current elected officer of the Chapter as an alternate. Chairs of Chapter membership committees serve on the respective Division membership committees.

c. The secretary-treasurer of a Chapter shall submit minutes of the annual Chapter business meeting to the Executive Director and to the secretary-treasurer of the Division within 30 days after the annual Chapter meeting is held.

d. Chapters may levy dues and special fees to meet expenses.

iii. STUDENT SUBUNITS are defined by academic institutions and are maintained under the auspices of Chapters. They are intended to advance the Society’s objectives through involvement of student members at the level of colleges and universities.

a. A petition to create a Student Subunit must be signed by at least 6 Active Members and an AFS member faculty advisor at the University or College. Formation of a Student Subunit shall be overseen by the Chapter within whose geographical boundaries it occurs.

b. The Student Subunit operates under the auspices of the Chapter within whose geographical boundaries it occurs.

iv. SECTIONS are units defined by professional interests, and are intended to advance the Society’s objectives within the various disciplines of fisheries science and practice. Sections have no geographic boundaries.

a. A petition to create a new Section must be signed by at least 100 Active Members.

b. Section presidents are members of the Society Governing Board and shall report on Section activities at Governing Board meetings.

c. The Section secretary-treasurer shall send minutes of the annual Section business meeting to the Executive Director within 30 days after the meeting is held.

d. Sections may levy dues and special fees to meet expenses.

b. A unit may itself create smaller organizational subunits to serve its purposes, but these subunits shall not act without unit approval.

i. A new unit or student subunit becomes official when the following conditions have been met.

a. Its petition for recognition, clearly defining its intended purpose and its geographic or disciplinary boundaries, and signed by the number of Active Members specified in Article V. 1. has been approved by the membership at an annual or special meeting; a Chapter petition also must be approved by the officers of the Division in which the new Chapter may reside; a student subunit petition also must be approved by the officers of the Chapter in which the new subunit will reside.

b. Its bylaws have been approved by the Governing Board for conformity with the Society’s Constitution, Rules and Procedures.

c. It has elected a slate of officers as specified in Article V. 3. and reported it to the Executive Director.

d. In the case of a Section, it has demonstrated at least 50 membership pledges.

e. The Execu