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2015 American Genetic Association Bylaws

Registered with the state of Maryland, 1990; registered with the state of Oregon, 2007

Article I. Name

Section 1. The name of the association shall be the American Genetic Association (hereinafter called "the Association").

Article II. Purpose

Section 1. The purpose of the Association shall be to encourage the study of comparative genetics and genomics, and to promote the application of genetic and genomic methods to the documentation, conservation, and management of organismal diversity.

Article III. Membership and Dues

Section 1. The Association shall consist of individual, student, honorary, and emeritus members.

A. Individual members. Persons interested in the purpose of the Association shall be eligible for membership. Where domestic partners both qualify as individual members and they choose a combined membership, each of them shall be entitled to all privileges except for receiving only one subscription to The Journal of Heredity.

B. Student members. Persons interested in the purposes of the Association who are principally full or part-time students or post-doctoral trainees shall be eligible for student membership.

C. Honorary members. Honorary members shall be persons who have attained eminence by promoting the objectives of the Association and shall be elected to honorary membership by a majority vote of the Council.

D. Emeritus members. Members in good standing, when permanently retired, shall be granted emeritus membership upon confirmation of retirement.

Section 2. Individual members, student members, and emeritus members shall be entitled to vote and to all other privileges of membership.

Section 3. Application for membership shall be made through the website of the American Genetic Association (http://www.theaga.org/) or at the Journal of Heredity (http://www.oxfordjournals.org/our_journals/jhered/access_purchase/price_list.html) and must be accompanied by payment of the annual dues.

Section 4. Dues for each class of membership shall be fixed by the Council.

Section 5. Members who have not paid dues for one year shall be dropped from the rolls.

Article IV. The Council

Section 1. The affairs, funds, and property of the Association shall be managed by a Council. This Council shall report to the Association through the offices of the Association, as appropriate.

Section 2. The Council shall consist of ex officio members [the president, the president elect, the secretary, the treasurer, the immediate past president (voting members), the executive vice president, the academic editor, and the investment advisor (nonvoting members)] and nine elected members (voting). Three of the elected members shall be elected each year by mail ballot of the membership to serve for three years. Members may choose to submit ballots by post or electronically. A majority of votes cast by the membership shall be necessary for election. Elected members of the Council shall not be re-elected for successive terms, except where a Council member has served less than two years of an unexpired term.

Section 3. Vacancies in the Council shall be filled at the next regular election held in accordance with Article VI, Section 4.

Section 4. The Council shall make all decisions relating to representation of the Association on boards, councils, etc., of other organizations.

Section 5. Newly elected members of the Council shall assume their duties and responsibilities and serve their terms of office beginning January 1 of the year following their election.

Article V. Officers

Section 1. The officers of the Association shall be general officers elected by electronic and mail ballot of the membership. Members may choose to submit ballots by post or electronically. An executive vice president and a treasurer, nominated by the Committee on Nominations, an investment advisor, nominated by the Committee on Investment and Finance, and an academic editor, nominated by the Publications Committee, shall serve with these officers. The latter four shall be appointed by the president with approval of a majority of the Council. The Council may award honoraria to specific officers (or the academic editor) who they determine to bear a disproportionately large time and effort burden in administration of their offices.

Section 2. The general officers of the Association shall be a president, a president elect, and a secretary. The president and president-elect shall serve one-year terms, with the president-elect automatically advancing to president the next year. The secretary shall serve a three year term to be staggered with the term of the treasurer. Should the office of president become vacant, the president-elect shall complete that unexpired term, and then follow with their normal one-year presidential term. Vacancies in the other offices shall be filled by presidential appointment with approval of a majority of the Executive Committee.

Section 3. The president shall be the principal executive officer of the Association and shall preside at the meetings of the Association, the Council, and the Executive Committee.

A. The president shall appoint standing committees and shall appoint and dissolve special committees as required for conducting the business of the Association.

B. The president shall appoint a member or members of the Association, as appropriate, to represent the Association on boards, councils, etc. of those organizations with which Council has approved representation.

Section 4. In the absence of the president, the president's duties shall transfer to the president-elect.

Section 5. In the absence of both the president and president elect, members of the Association may, at either an annual meeting or a special meeting, elect a presiding officer from Council members present. Such meetings shall be called in accordance with Article VIII, Sections 1 and 2, except that the time and place of the meetings may be set by the secretary if necessitated by the absence of both the president and president- elect.

Section 6. The primary responsibility of the secretary shall be to record the minutes of Council or Executive Committee meetings. The secretary shall also record and summarize in an annual report Council or Executive Committee discussions that may occur between meetings.

Section 7. The treasurer shall serve a three-year term and may be reappointed. The treasurer shall chair the Committee on Investment and Finance, manage the Association's bank account(s), sign all checks, drafts, or other orders for payment of money in the name of the Association, and prepare the annual budget. In the absence of the treasurer, checks may be signed by the president, secretary, or manager/managing editor. The treasurer shall render an annual financial report to the Association as appropriate, and to the Council, and such special reports as may be required by the Council.

Section 8. The executive vice president shall serve a four-year term and may be reappointed, but may not simultaneously sit as an elected member of the Council. The duties of the executive vice president shall be to manage all activities of the Association, except publication of The Journal of Heredity and those financial responsibilities assigned to the treasurer, and may include managing the Association business office and advising the general officers on the routine functions of the Association. The executive vice president shall render an annual report and such special reports as may be required by the Council. The executive vice president shall be an ex officio (non- voting) member of the Executive Committee.

Section 9. The academic editor shall serve a three-year term and may be reappointed. The academic editor may not sit as an elected member of the Council. The academic editor may be granted an assistant at the discretion of the Council. The duties of the academic editor are to review (with assistance of the Editorial Board members) manuscripts submitted for publication in The Journal of Heredity, commission articles for publication in the Journal, obtain copyright transfers (or licenses) when necessary, and deliver to the publisher sufficient manuscripts for each issue of the Journal on a mutually agreed schedule. The academic editor shall nominate members for the Editorial Board. The academic editor may manage the Association business office with approval of the executive vice president.

Section 10. The investment advisor shall serve a five-year term and may be reappointed. The primary responsibilities of the investment advisor are to 1) provide short-term and long-term investment advice to the Council, and 2) to make day-to-day decisions regarding investments that implement broad objectives outlined by the Council.

Section 11. Newly elected officers shall assume their duties and responsibilities and serve their terms of office beginning January 1 of the year following their election.

Article VI Committees

Section 1. The committees described in Sections 2 through 9 of this article shall be standing committees. Special committees may be established by the president, as provided in Article V, Section 3A. The chair of each committee shall report the Committee's activities to the Council. Unless specified, a "member" in this article refers to any member of the American Genetics Association.

Section 2. The Executive Committee shall consist of the president, the president- elect, the secretary, the treasurer, the immediate past president, the executive vice president (non-voting), and the academic editor (non-voting). The Executive Committee shall, during the intervals between meetings of the Council, possess and exercise all of the powers and functions of the Council, provided full reports of all such proceedings shall be made to the Council. A majority of the voting members of the Executive Committee shall constitute a quorum.

Section 3. The Committee on Investment and Finance shall invest the fluid resources of the Association under such limitations as the Council may set, shall report to the Council on such purchases and sales, and shall make recommendations to the Council on financial questions. The Committee shall consist of the treasurer as chair and three members appointed by the president, one of whom is the investment advisor. The investment advisor shall serve a term of five years, and the other appointed members shall serve a term of three years.

Section 4. The Committee on Nominations shall submit to the Council in a timely manner at least four nominations to fill the three expiring terms on the Council each year, two nominations for president-elect each year, and two nominations for secretary in the year of the expiration of the secretary's term of office. The Committee shall also prepare a list of alternates to cover possible refusals. Upon approval of the slate of candidates plus alternates by a majority of the Council, the Committee chair shall work with the executive vice president to submit the slate of candidates to the membership. Members may choose to submit ballots by post or electronically. As appropriate, the Committee shall provide the president with at least one nomination each for executive vice president and treasurer. The Committee shall consist of three members appointed by the president, each serving a one year term. One member, designated by the president, shall serve as Committee chair.

Section 5. The Auditing Committee shall audit the financial records and statements maintained by the treasurer prior to the annual Council meeting and shall report to that meeting. The committee shall examine the financial records and submit a report to the Council at any other time the Council may direct. The president shall appoint annually an Auditing Committee of three members.

Section 6. The Long-Range Planning Committee shall be concerned with broad policy matters that affect the long-term future of the Association. The Committee shall report its recommendations to the Council. The Committee shall consist of at least three members, appointed by the president, each serving a three year term. It is recommended that one member of this committee be an individual with considerable history and experience with the Association (president, immediate past president, executive vice president), and one be a new member of the Council, to provide an appropriate range of both experience and fresh ideas.

Section 7. The Committee on Bylaws shall receive suggestions for and prepare drafts of all proposed amendments to the bylaws of the Association in accordance with Article X, Section 2. The Committee shall consist of three members, appointed by the president, each serving a three-year term.

Section 8. The Publications Committee shall promulgate policies relating to publication of The Journal of Heredity and any other publications undertaken by the Association. The Committee shall report its recommendations, including nominations for academic editor, to the Council. The committee shall consist of at least three members, appointed by the president, each serving a three year term. The academic editor shall be an ex officio (non-voting) member of the Committee.

Section 9. The Awards Committee shall solicit applications for and assess the merit of any financial or recognition awards distributed by the American Genetics Association. Such awards may be for special events, outstanding student publications, conference travel, etc. The Committee shall report its recommendations to the Council.  The committee shall consist of at least three members, appointed by the president.  For any awards which relate to a publication in The Journal of Heredity, the academic editor shall be a voting member of the committee (either as one of or in addition to the three members recommending other awards).

Article VII. Finances

Section 1. All incoming funds shall be received by the treasurer, shall be entered in the Association's books, and shall be deposited as proscribed by Council. The treasurer shall keep proper accounts of all financial transactions of the Association, and shall provide the Executive Committee with annual reports of income and disbursements. The accounts of the Association shall be audited annually by the Auditing Committee.

Section 2. The president and the secretary shall sign all contracts or other instruments authorized by the Council except in cases where the Council shall expressly delegate the signing to some other officers or agents of the Association.

Section 3. Checks drawn on the accounts of the Association shall bear the signature of the treasurer or, in the treasurer's absence, the signature of the president, the secretary, or the manager/managing editor of The Journal of Heredity.

Section 4. The Council shall annually adopt a budget, which shall be submitted by the treasurer, allocating funds of the Association for the purpose of carrying out the objectives and responsibilities of the Association.

Section 5. The securities or other financial instruments of the Association may be bought, sold, or exchanged on the written or verbal order of the chairman of the Investment and Finance Committee with concurrence of a majority of the Committee on Investment and Finance members.

Section 6. The fiscal year of the Association shall be from January 1 through December 31.

Article VIII. Meetings

Section 1. The Association shall host an annual business meeting of the full Council alongside a presidential symposium open to the Society and public. The topic and location  of  the  symposium  are  tentatively  chosen  at  the  preceding  year’s  business   meeting by the president-elect with approval by a majority of the Council members.

Eight voting Council members constitute a quorum at the business meeting, and a quorum must be present for voting to occur. If a business matter is discussed at a Council meeting but a deciding vote cannot be taken because more time or information is needed, or because a quorum is not present, the Council may vote to either defer the decision to the following meeting or to disseminate the missing information and vote electronically before the following meeting.

Section 2. Special meetings of the Association may be called at a time and place determined by the president with approval of a majority of the Executive Committee or a majority of the Council provided that all members of the Association shall be notified of such called meetings no less than 30 days prior to the proposed meeting date. Eight members shall constitute a quorum.

Section 3. Special meetings of the Council may be called by the president. Upon written request signed by three members of the Council, the president is required to call a special meeting of the Council, provided that all Council members shall be notified of such called meetings no less than 30 days prior to the proposed meeting date. Eight voting members of the Council shall constitute a quorum for the transaction of business. Special meetings do not necessarily require participants to be in physical proximity.  For example, they can be conducted electronically (or using any form of communication that allows participants to engage in meaningful dialogue), and in these cases members may choose to submit ballots by post or electronically.

Article IX. Publications

Section 1. The Association shall foster the publication of The Journal of Heredity.

The Association may also issue other publications, and shall issue a report to the membership at such intervals as the Council shall determine.

Section 2. The president shall appoint an academic editor for The Journal of Heredity as proscribed in Article V, Section 1. The academic editor shall also serve as editor of other Association publications, and shall be an ex officio (non-voting) member of the Council. The academic editor shall submit a report at the annual meeting of the Council and at the Association meetings, as appropriate.

Section 3. The academic editor shall be assisted by an Editorial Board. Members of the Editorial Board shall be appointed by the academic editor for a term of three years. Terms of service on the Editorial Board may be extended at the discretion of the academic editor.  Editorial board members may be removed before the end of their term by the academic editor or by a majority vote of the Council (which may be held electronically and outside of meetings).

Section 4. The payment of dues shall entitle members of the Association to receive one copy of each issue of The Journal of Heredity at a rate determined by the Council.

Article X. Amendments

Section 1. Any member of the Association may propose amendments to these bylaws through any Council member.

Section 2. The Council or the Executive Committee shall direct the Committee on Bylaws to draft all proposed bylaw amendments and submit them to the Council as proscribed in Section 3 of this article.

Section 3. These bylaws, with the exception of Article XI, General, may be amended at any regular or special meeting of the Council provided the proposed amendments are distributed by the Committee on Bylaws, along with that Committee's recommendations, to all members of the Council at least 10 days before the meeting at which the amendment(s) will be considered. Amendment of these bylaws shall require an affirmative vote by eight members of the Council. Approval of amendments to Article XI, General, shall require the aforementioned conditions for consideration and distribution, approval by eight    members of the Council, and approval by a two-thirds majority vote of Association members casting votes.

Section 4. Bylaws amendments shall become effective on approval in accordance with the provisions of Section 3 of this article.

Section 5. Upon adoption of any amendment to the bylaws, the amended bylaws shall be published in the next succeeding report to the Association.

Article XI. General

Section 1. Notwithstanding any provision or provisions of the Articles of Incorporation, or bylaws, which might be susceptible to a contrary construction:

A. The Association's purposes shall be exclusively scientific and/or educational, and its operations shall be exclusively devoted to such purposes.

B. No part of the net earnings of the Association shall or may, under any circumstances, inure to the benefit of any member of the Association or any other individuals.

C. No funds of the Association shall be used to attempt to influence legislation.

D. The Association shall not participate in, or intervene in, or publish or distribute statements concerning any political campaign on behalf of any candidate for public  office.

E. The assets of the Association shall be devoted exclusively to scientific and/or educational purposes. Upon dissolution, the assets of the Association shall be distributed by the Council to one or more scientific organizations qualifying under Section 501(c) (3) of the Internal Revenue Code of 1954.

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