As modified by vote of the Membership January 20, 2015.
The name of the Corporation is:
"Association for the Sciences of Limnology and Oceanography, Inc."
The purpose of the Corporation shall be to foster a diverse, international scientific community that creates, integrates, and communicates knowledge across the full spectrum of aquatic sciences, advances public awareness and education about aquatic resources and research, and promotes scientific stewardship of aquatic resources for the public interest, and other purposes approved by the Board of Directors or members.
3.01 Office Location. The Corporation may have such principal and other offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the affairs of the Corporation may require from time to time.
3.02 Registered Office. The address of the registered agent of the Corporation, required by Section 181.0501 of the Wisconsin Statutes to be maintained in the State of Wisconsin, may be, but need not be, identical with the address of the principal office of the Corporation, and the address of the registered office may be changed from time to time by the Board of Directors.
4.02 Membership Privileges. Privileges of individual membership include the right to vote on the elections of all Directors, and other matters submitted to a vote of the Membership, subscription to Bulletins, and other publications published by the Corporation, advanced notice of meetings, reduced registration fees at meetings, and other benefits as determined by the Board of Directors.
4.03 Dues. Members shall pay dues in amounts determined by the Board of Directors. All classes of member in section 4.01, except sustaining members, are entitled to all of the privileges of membership, as described in 4.02. Dues shall be paid on or before the 1st day of January of each year. The Board of Directors may set different dues amounts for any of the classes of membership. Unpaid membership shall terminate automatically within two weeks of the second notice of unpaid dues.
4.04 Removal of Members. Upon a recommendation by a vote of a majority of the Board of Directors, members may be removed by a vote of two-thirds of all Board members entitled to vote (notwithstanding whether all Board members are present at a meeting to vote on such removal).
5.01 Annual and Regular Meetings. An annual meeting of the members shall be held in each calendar year. Other meetings may occur with Board approval on an ad hoc basis. The Board of Directors shall schedule the date, time, and location of the annual business meeting. The Board of Directors shall send notices of the meeting, pursuant to Section V sub. 5.06, Notice of Meetings, below. Any members who want to attend the annual business meeting are free to do so, although registration fees must be paid to attend the scientific portions of the annual meeting.
5.02 Annual Meeting Agenda. The agenda of the annual membership meeting shall include an annual report of the society's activities and status and other matters delineated in Section V sub. 5.03 and may also provide opportunities for a program of presentations and other features of limnological and oceanographic interest.
5.03 Agenda of the Annual Business Meeting. The annual business meeting shall include (a) reports of the President, Secretary, Treasurer, Web Editor, and Editors-in-Chief; (b) motions or other matters submitted by the Board of Directors; (c) motions or other matters that a member intends to raise at a meeting, provided such motion or matter is requested by the member in writing, and is received by the Secretary or President of the Corporation at least ten (10) days prior to the scheduled meeting; (d) motions submitted by members during a meeting if the rule on prior submissions of motions is suspended by a 2/3 majority of those voting at the annual business meeting. Members may bring any matter to a vote by the membership on the signature of 200 members who have the right to vote.
5.04 Special meetings. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by either the President, the Board of Directors, or by a written request signed by five (5%) percent of the members who have a right to vote.
5.05 Place of meetings. The Board of Directors may designate any place as the place of a meeting of the members. If no designation is made, the place of meeting shall be the Corporation's business office, or such other suitable place in the county of the Corporation's business office, as may be designated by the person or persons calling such meeting.
5.06. Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days, before the meeting date. If notice is mailed by other than first class or registered mail, the notice shall be mailed not less than thirty (30) days before the meeting date. Notices may be delivered by e-mail, facsimile, wire or wireless or other electronic means. If mailed by first class, registered or certified mail, such notices shall be deemed to have been delivered when deposited in the United States mail, addressed to the members on record at the Corporation's office. If notice is e-mailed or sent by facsimile or other electronic means, the notice shall be deemed served when sent. It shall be the responsibility of each member to inform the Corporation of any change in the member's street address, e-mail address, telephone, fax numbers, or other means of contact.
5.07 Content of Notices. Notices of an annual, regular or special meeting shall include a description of any matter or matters that must be discussed by the members. Notice of a motion or other matter that a member intends to raise at a meeting, if requested in writing, and the request is received by the Secretary or President of the Corporation at least ten (10) days before the Corporation gives notice of the meeting. Notice of a special meeting shall include a description of the matter or matters for which the meeting is called, and any matter or matters that must be approved by the members.
5.08 Voting. Voting shall be by members present at a meeting, or participating electronically. Proxy voting shall not be allowed. Only members of the Corporation who have the privilege to vote according to the by-laws and whose membership dues have been received by the Corporation shall be entitled to vote at meetings. Such members shall have the right to vote on all matters submitted to a vote of the members and such other additional rights and powers as set forth in these by-laws or conferred upon voting members of non-stock corporations under the Wisconsin Non-stock Corporation Law. The vote of members at annual business meetings, on any matters, shall be conducted and administered by the method determined by the Executive Committee.
5.09 Action of the Membership. The vote or act of a majority of the members present at a business meeting (or participating electronically) shall be sufficient and effective to constitute the vote or act of the membership, unless a greater proportion of members is required by law or the articles of incorporation. No particular number of members (i.e., quorum) need be present (or participate electronically) as a prerequisite for such vote or act.
5.10 Procedure. Meetings shall be conducted pursuant to Robert's Rules of Order, unless some other procedure is approved by a two-thirds vote of voting members.
5.11 Conduct of Meetings. The President (or, in his or her absence, the President-Elect) shall call the meeting of the members to order and shall act as chair of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the members, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.
5.12 Elections. Elections of officers will normally not be done at annual business meetings but electronically via the Corporations web site or via other suitable electronic means. In special circumstances, election of officers may take place at the annual meeting at the Boards discretion. Each voting member may cast one vote for each officer position open for election. Elections shall be by a majority of the voting members. Tied votes are resolved by vote of the Board.
6.01 General Powers. The business and affairs of the Corporation shall be governed by its Board of Directors.
6.02 Number, Tenure, Qualifications and Election. Members of the Board. The voting members of the Board of Directors shall be composed of the officers of the Corporation, the Members-at-Large, and Student Board Members. In addition, a retiring Secretary and a retiring Treasurer shall continue to be non-voting members of the Board of Directors, for one year after the terms of his or her office.
6.03. Meetings and Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or any three directors. The President or directors calling any special meeting of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. If no other place is fixed, the place of meeting shall be the Corporations business office, or such other suitable place in the county of such business office as may be designated by the person calling such meeting.
6.04. Notice and Waiver of Notice. Fourteen (14) days notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 6.03 shall be given to each director (i) by written notice delivered personally, mailed or given by e-mail, facsimile or other form of wire or wireless transmission to such director at his or her business address or at such other address as such director shall have designated in writing and filed with the Secretary, or (ii) by word of mouth or telephone personally to such director, in each case not less than that fourteen (14) days prior thereto. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by facsimile, e-mail, or other form of wire or wireless transmission, it shall be deemed delivered when sent. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Whenever any notice is required to be given to any director of the Corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice.
6.05 Quorum. Except as otherwise provided by law or by the articles of incorporation or these by-laws, a majority of the voting directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without farther notice.
6.06 Manner of Acting. The vote or act of a majority of the directors present at a meeting at which a quorum is present shall be the vote or act of the Board of Directors, unless the vote or act of a greater number is required by law or by the articles of incorporation or these by-laws. Unless the articles of incorporation provide otherwise, or to avoid conflicts of interest or the appearance thereof, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
6.07 Conduct of Meetings. The President shall call meetings of the Board of Directors to order and shall act as chair of the meeting. In the absence or disability of the President, the officers shall preside in the following order: the President-Elect, the Treasurer, then the Secretary. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any director or other person present to act as secretary of the meeting.
6.08 Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors. Only a member who is eligible to vote shall be eligible for appointment to the Board of Directors under this paragraph, except for the position of Past President which shall be filled only by a Past President, whether a Member or not, by a majority vote of the remaining directors.
6.09 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors or a committee thereof of which he or she is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by delivering it to the Secretary of the Corporation within 24 hours of the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
6.10 Unanimous Consent without Meeting. Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the Board of Directors or any committee thereof at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or members of such committee entitled to vote with respect to such action.
6.11. Electronic Communications. Online or telecommunications discussion tools and voting interfaces may be used for meetings of the Board of Directors, committees, and members, for discussions and voting, when a face to face meeting of all attendees is not possible or practicable.
6.12 Conflict of Interest and Ethics: The ASLO Conflict of Interest Policy covers all individuals in significant decision-making capacities of ASLO, including officers, board members, committee members, employed staff, contractors, and members as volunteers for ASLO. Persons serving ASLO in significant decision-making capacities have an ethical duty to place ASLO interests foremost. High standards of integrity, honesty and good faith are expected so that decisions are made, and actions are taken, in the best interests of ASLO and the ASLO membership. The conflict of interest policy is established to ensure that no one uses their position in ASLO, or the knowledge gained in such a position, in a way that gives rise to questions about a conflict between the interests of ASLO and that individuals personal interests.
All Board members, and others as determined by the Ethics Committee and legal counsel, will be required to sign a conflict of interest statement, revealing all potential conflicts of interest, annually or whenever potential conflicts of a Board member change. The conflict of interest form will be reviewed at least every three years by the ASLO Ethics Committee, ASLO's legal counsel, and the ASLO Board, for compliance with state and federal law and the general principles expressed in section 6.12. No person who receives compensation from the Corporation may engage in discussions that directly or indirectly concern their monetary compensation or other benefits, or the compensation of others under contract to the Corporation or under consideration to be under contract to the Corporation, unless such oversight is an expressed part of their contract to the Corporation. Members must voluntarily recuse themselves from discussions that may lead to perceived or actual conflicts of interest as defined in the ASLO conflict of interest statement. Decisions concerning conflicts of interest and the participation of Board members on any given topic reside with the President, as informed by the ASLO Ethics Committee, as needed. Conflict of interest of the President is likewise adjudicated by the Past-President. All disclosures and judgments of conflicts of interest will be recorded in the minutes, including actions taken to avoid such conflicts of interest.
7.01 Annual Meeting. There shall be at least one annual meeting of directors. The Board of Directors shall give at least 30 days' written notice of the annual meeting.
7.02 Regular Meetings. At its annual meeting, the Board may set a schedule of regular Board meetings for the current year. A single written notice of regular Board meetings may be given to all directors within 10 days following the annual directors' meeting. In this case, no further notice of regular directors' meetings shall be required.
7.03 Special Meetings. Special meetings of directors may be called by the President or by any three directors. Special meetings shall be called by giving the Board reasonable notice. At the discretion of the Executive Committee, special meetings may include a subset of the Board, if exclusion of one or more members is needed to avoid conflicts of interest. The entire Board will be informed of the decision and the conflict leading to the need to exclude any Board member.
7.04 Notice to Directors. Whenever these by-laws require written notice to directors, such notice shall be mailed to each director by first class mail, e-mail, facsimile (with confirmation of delivery), to the director's residence or business address, e-mail address, or fax phone, or other communication medium, as shown on the records of the Corporation. Each director shall be responsible for promptly advising the Corporation of any change of his or her, current mailing or e-mail address, fax and phone numbers, or other means of communication. In all cases, notice shall be deemed given on the date of sending. Unless otherwise provided in the articles of incorporation or by-laws, notice may be communicated in person, by telephone, facsimile, or any other forms of wire or wireless communication, or by mail or private carrier.
7.05 Meetings by Electronic Means. Any one or more Directors may participate in and shall be deemed present at any meeting conducted by means of communication whereby either: (i) all participating Directors may hear each other during the meeting or (ii) all communications during the meeting are transmitted to each participating Director, and each participating Member is able to send messages to all other participating Directors.
7.06 Voting. Voting shall be by the directors present at the meeting. Proxy voting shall not be allowed. However, the vote of Directors not physically present, on any matter, may be conducted and administered telephonically or electronically, by wire or wireless, by any other reliable electronic means.
7.07 Procedure. Meetings shall be conducted pursuant to Robert's Rules of Order, unless some other procedure is approved by a two-thirds vote of directors present and voting.
7.08 Alternative voting procedures. Acting by written unanimous consent or conducting meetings telephonically or electronically by wire or wireless, shall be permitted to the extent and under the conditions permitted by law.
7.09 Compensation. Directors shall normally receive no compensation but shall be entitled to reimbursement for their out-of-pocket expenses, as approved by the Board of Directors.
8.01 Creation, (a) The standing and special committees of the Corporation shall be created, abolished, perpetuated, consolidated, or renamed with the approval of the Board of Directors, (b) the President, acting with the approval of the Board of Directors, shall define the duties and functions of all committees, and shall assign such special duties as the President or Board of Directors may deem advisable.
8.02 Composition, nomination, and terms. All committees are under the direction of the Board of Directors. The Board of Directors approves all members and chairs of committees. The Board will approve three or more members of each committee. The term of all committee memberships except the Nominations Committee is normally three years although terms may be altered by the Board. The term of committee chairs is determined by the Board and the President. The President may suggest members and chairs to the Board for ratification.
8.03 Standing Committees. By a system of rotation to provide continuity of service, the Board shall ratify three (3) or more members of standing committees. Nominating Committee members shall serve one-year terms, and other committee members shall serve three (3) years and be eligible for reappointment. Chairs shall be appointed for a set term by the Board and shall be eligible for reappointment. There shall be the following Standing Committees: Finance, Nominating, Executive, Public Policy, Awards and Citations, Education and Human Resources, Professional Ethics, Meetings, Publications, and Early Career.
The Board of Directors may establish special- or ad hoc committees, as it deems appropriate, provided that such committees do not exercise the powers of the Board.
8.04 Meetings of Committee Members: When a meeting in person is not possible, members of any committee may use teleconferencing or other approved forms of virtual meetings. The Board shall be promptly informed of each Committee's actions. If the Corporations Secretary is not a member of the committee, an assistant Secretary, appointed by the chair, shall act as recorder to provide a written record of the meetings. Actions of the Committees are advisory to the Board and shall require approval by a majority of the Board of Directors.
8.05. Ex Officio Members of Boards and Committees: Members of committees, who are members by virtue of their office, are termed ex-officio members. When such an ex officio member ceases to hold the office, such member's on the committee terminates automatically. If an ex officio member is under contract to the Corporation, there is no distinction between such member and the other members except where conflicts of interest may arise due to members monetary compensation by the Corporation. The President is ex officio member of all committees, in which case it is the intention to permit, not require, the President to act as a member of the various committees, and therefore in counting a quorum he or she should not be counted as a member. The President is not a regular member of any committee except by virtue of a special rule, unless he is so appointed by the Board of Directors.
9.01 General. The officers of the Corporation shall consist of a President, President-Elect, Past-President, Secretary, and Treasurer. Other Board members are Members-at-Large and Student Board Members.
9.02 Nomination of candidates. The Nominating Committee shall select two (2) or more individuals more than the number required to fill vacancies for the offices: Members-at-Large, Student Board Members, and President-Elect. For Secretary, and Treasurer, incumbents may run unopposed, while vacancies may be filled by voting on a slate of two candidates for each office. The slate of nominees shall be forwarded to the Board and then to the membership via appropriate channels.
9.03 Elections for Officers and Board members. The officers and other Board members shall be elected by the voting members of the Corporation. The terms of office of the President, President-Elect and Past President shall be two years. Terms of office of the Secretary and Treasurer shall be three (3) years. Any Board member may be removed for good cause, by a two-thirds vote of the Board at any time.
9.04 Duties of Officers and Other Elected Members. The duties of each office shall include, but not be limited to, duties prescribed by law and those additional duties set forth below. The President may assign additional duties to any officer as the President deems appropriate.
9.05 Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation. Such appointments must be for specific tasks and be of limited duration.
9.06 Compensation. All officers shall serve without compensation or honoraria, except that they may be reimbursed for out-of-pocket expenses incurred in performance of the duties of their office.
10.01 Professional Assistants. The Board of Directors shall engage professional assistants that may include, but are not limited to, the following:
10.02 Compensation, Contracts and Oversight for Professional Assistants. The Board of Directors shall determine the compensation, negotiate contracts and provide oversight for professional assistance. The Board of Directors will provide at least one performance evaluation for each professional assistant or contractor following each Board meeting to which the assistant presents a report.
10.03 Responsibility. Professional Assistants shall be responsible to the Board, under the direction of the President or another member of the Executive Committee appointed by the Board. It is the responsibility of professional assistants to present information at one or more annual Board and business meeting annually. It is the responsibility of the President and the Board to seek input and interchange with all professional assistants in exercising their mandate to effectively govern the Corporation.
11.01 Fiscal year. The fiscal year of the Corporation shall be the calendar year.
11.02 Special powers and assignments. In addition to any other powers provided hereinor by law, the Board of Directors may authorize one or more officers of the Corporation toexecute and to deliver legal documents, to open bank accounts, and to execute checks and drafts in the name of the Corporation.
11.03 Contracts, Loans, Checks and Deposits. The Board of Directors may authorize any officer, assistant officers, agent, or agents to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledges made by the Corporation shall be executed in the name of the Corporation by the President or the President-Elect.
12.01 Liability of Directors and Officers. Except as otherwise provided by law, no director or officer shall be liable to the Corporation, or any person asserting rights on behalf of the Corporation its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes (a) a willful failure to deal fairly with the Corporation or its members in connection with a matter in which the director or officer has a material conflict of interest, (b) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful, (c) a transaction from which the director or officer derived an improper personal profit or benefit, or (d) willful misconduct.
12.02 Indemnity of Directors and Officers. To the extent permitted by Wisconsin law, directors and officers shall be entitled to indemnification for their actions as directors and officers, except as provided in 12.01 above.
12.03 Maintenance of Insurance. The Corporation may by its Board of Directors, purchase and maintain insurance on behalf of any person who is a director, officer, employee or agent of the Corporation against liability asserted against and incurred by the person in his or her capacity as a director, officer, employee or agent, or arising from his/her status as a director, officer, employee or agent, regardless of whether the Corporation is required or authorized to indemnify the person against the same liability.
12.04 Transactions with the Corporation. No contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his, her or their votes arc counted for such purpose, if (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors: or (b) the contract or transaction is fair and reasonable to the Corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof that authorizes approves or ratifies such contract or transaction. This Section shall not be construed to invalidate any contract or other transaction that would otherwise be valid under the common and statutory law applicable thereto.
13.01 Board of Directors Actions to Amend By-Laws. The process of amendment of the By-Laws in whole or in part shall be initiated by the Board of Directors, and approved by 2/3rds of the Board. The draft approved by the Directors shall be submitted to the Members. The Board of Directors shall review the by-laws every third year for needed amendments due to changing needs or laws. Minor corrections that do not alter the meaning or intent of the by-laws may be enacted by the Board of Directors without a vote of the membership.
13.02 Member Actions to Amend By-Laws. The draft of new by-laws shall be submitted to the membership for approval. The draft of new By-Laws shall be adopted to replace the existing By-Laws, if 2/3rds of the members voting, shall have approved the draft.
13.03 Notice of Motion for a Vote on By-Laws. Notice of the date for voting, shall include the complete text of the proposed draft for new by-laws.
13.04 Method of Voting on By-Laws Amendments. Voting will take place electronically on the Corporations web site. Members will vote for approval or rejection. Each voting member may cast one vote either for "Approval" of the draft for new by- laws, or "Rejection" of the draft.
13.05 Paper Ballots. Paper ballots for voting on by-laws amendments may be provided by the Corporations business manager, on written requests of members unable to use the electronic voting system. A paper ballot with both check boxes checked shall be void. The signed ballots shall be mailed to the Corporations business office and must be received by the Corporations business office on or before the date of the end of the vote on the by-laws amendment.
The undersigned secretary of the Association for the Sciences of Limnology and Oceanography, Inc., hereby certifies that the above amended and restated By-Laws were approved by vote of at least 2/3 of the Board of Directors on _________________, 2014, and adopted by vote of at least 2/3 of the Members voting on January 20, 2015.