Assocation of Ecosystem Research Centers
(Adopted October, 1987)
(Amended, October 24, 1988)
(Amended, November 19, 1990)
(Amended, May 10, 1996)
(Amended, September 28, 2007)
(Amended, September 4, 2014)
ARTICLE I: NAME
The name of the association hereby incorporated under §501(c)(3) of the Internal Revenue Code is the ASSOCIATION OF ECOSYSTEM RESEARCH CENTERS, INC., hereafter AERC. AERC is incorporated in the District of Columbia.
ARTICLE II: PURPOSE
The purpose of AERC is to support and encourage cooperation in research and training among ecosystem centers and organizations, strengthen ecosystem research and its applications, and advance understanding of ecosystem science at local, regional, national, and international levels. The AERC shall promote the exchange of information among the membership and with other professional societies, resource managers, policy makers, educators, and the public through an annual meeting and other venues as deemed appropriate by the Board of Directors (hereafter Board).
ARTICLE III: MEMBERSHIP
Any institution actively engaged in ecosystem research or training is eligible for nomination and election to membership. To remain in good standing, a member must adhere to the purposes and policies of the AERC, and pay any fees required of members. "Members" are defined as institutions (e.g., centers, institutes, named laboratories) established and operated for scientific purposes and having a commitment to ecosystem programs broadly defined. Requests for membership shall be directed to the Secretary who shall transmit the application to the Board. Application for membership should include (a) the mission statement of the candidate organization or individual and (b) a brief summary of the organizations or individual’s activities and capabilities in the area of ecosystem training or research. Approval for membership shall be by a simple majority vote of the Board and the payment of any required fees. Each member shall designate a representative and an alternate to the AERC.
The AERC may accept individual memberships by resolution of the Board. The Board may establish individual membership criteria and determine the obligations and privileges of said individual members. Individual members shall not have the power to vote on the member election of directors nor to participate in a binding member vote on any corporate matters. Unless specified by the Board and in keeping with the restriction of voting privileges stated herein, Individual nonvoting members will otherwise enjoy the same rights and privileges as institutional members.
ARTICLE IV: ACTIVITIES AND MEETINGS
There shall be at least one Annual Meeting of the membership each year. An Annual Business Meeting shall be held during the Annual Meeting. All member representatives shall receive notice of the Annual Meeting as well as all other member communications. Annual meetings shall be called by the President with at least a six month notice to all member representatives. Approval of business matters at the Annual Meeting shall be by a simple majority of member representatives present.
ARTICLE V: OFFICERS AND BOARD OF DIRECTORS
The AERC shall consist of the Board and one representative of each member currently in good standing, for which an alternate may be designated. The Board shall consist of at least 6 but no more than 16 members and shall include an Executive Committee consisting of the President-elect, President, Past-president, Secretary, Treasurer, three Members-at-Large, and one Graduate Student Member. In addition, standing and Ad Hoc committees for any specific purpose may be created by the Executive Committee, and the Chairs of those committees shall serve as Board members during their terms of appointment at the pleasure of the Executive Committee. Standing and Ad Hoc committee chairs shall have full voting privileges on the Board with the exception of voting privileges reserved for Executive Committee members.
Beginning with the 2007 election for 2008 officers, the term of Treasurer shall be for two years and shall be voted on in odd-numbered years. Starting with the 2008 election for 2009 officers, the terms of the Past-President, President, President-elect, and Secretary shall be for 2 years. The President-elect and Secretary positions shall be voted on in even-numbered years. The Past-president shall serve for two years but shall not be replaced if the office holder resigns or is no longer able to fulfill the duties of the office. Members-at-Large shall serve three-year staggered terms with one new member being elected each year. The Graduate Student Member shall serve for one year and shall be eligible for reelection to a second term. Only the Secretary and Treasurer may serve consecutive terms with no limit to the number of terms An uncompleted term of any member of the Executive Committee shall be temporarily filled by action of the Board to serve the remainder of the unexpired term. Temporary Board members shall be eligible for election to that position.
At least 90 days prior to the annual meeting, an ad-hoc committee chaired by the Past-president and established for that sole purpose shall canvas the membership to seek nominations for expiring Executive Committee positions as stated above. A slate of candidates shall be compiled at least 60 days prior to the annual meeting. The slate of candidates shall be communicated to all member institutions in good standing and a vote held by electronic or other means. Each member in good standing shall have one vote, delivered through their designated member representative. Elections shall be determined by a simple majority of the member representatives voting. Officers elected each year shall take office at that year’s annual meeting.
The Board shall meet at least quarterly or as often as needed to carry out the functions of the AERC. One-half of the members of the Board, including the President or a member designated to represent the President, shall constitute a quorum for purposes of voting.
The Board of Directors may make any decision or take any action within its power without a meeting through a written “unanimous consent resolution” that sets forth the action so taken. The resolution is effective when two-thirds of the directors have voted in the affirmative. The unanimous consent resolution may be sent or transmitted by mail, fax or email. The unanimous consent resolution must be filed with the corporate records.
ARTICLE VI: DUTIES OF BOARD OFFICERS
President: The President is the principal officer of the corporation and shall, in general, supervise or oversee the supervision of all of the affairs of the AERC. The President generally shall preside at the annual meeting and all meetings of the Board, and shall serve as the Chair of the Executive Committee. The President shall perform other duties as may be assigned by the Board.
President-elect: In the absence of the President or in the event of the president's inability to act, the President-elect shall perform the duties of the President. The President-elect, when acting as President, shall have all the powers of and is subject to all the restrictions on the President. The President-elect shall perform other duties assigned by the Board.
Past-President: The Past-President shall perform duties assigned by the Board. The Past-President shall perform or oversee procedures for nominations of officers.
Secretary: The Secretary shall perform or oversee recording and the keeping of minutes of the Annual Meetings of the members and all Board meetings; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be the custodian of all corporate records; in coordination with the Treasurer, maintain a listing of the mailing address (email and physical) of each member and member representative as provided by such member; ensure that any and all required state and federal reports are prepared and filed in a timely fashion; and perform or oversee other duties as may be assigned by the President or by the Board. The Secretary may delegate any of these tasks but remains responsible for their proper completion.
Treasurer: The treasurer shall be responsible for the proper management and control of all funds of the corporation; prepare full and accurate financial records on a timely basis of all the income, expenses and assets of the corporation; present reports at every Board meeting on the financial affairs of the corporation; and provide financial information necessary to prepare and file the required reports to state and federal government agencies, showing the income, disbursements, and assets of the corporation. The Treasurer in coordination with the Secretary shall maintain a listing of current members in good standing as well as lapsed members and shall distribute dues notices to the membership annually. The Treasurer may delegate some or all of these tasks but remains responsible for their proper completion.
Members-at-Large: Members-at-Large shall perform duties as determined by the Executive Committee of the Board.
ARTICLE VII: REMOVAL OF OFFICERS AND OTHER BOARD MEMBERS
Any member of the Board may be removed with or without cause by resolution of the voting members. Proper notice must be given in advance to the voting members stating that the removal of an officer is to be considered. The Executive Directors may remove a Board appointed member at any time with or without cause.
ARTICLE VIII: RESIGNATION OF BOARD OFFICERS
An officer may resign at any time. The resignation must be in writing and be delivered to the President or the Secretary. Once delivered, the resignation is irrevocable.
ARTICLE IX: POWERS AND LIMITATIONS
AERC being organized exclusively for charitable and educational purposes, within the meaning of Section 501(c)(3) of the Code, may for such purposes make distributions to other organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. The AERC may further transact any or all lawful business for which corporations may be incorporated under the General Not For Profit Corporation Act of 1986, so long as it does not conflict with the above.
No part of the net earnings of AERC shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers, or other private persons, except that the Board shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in its Articles of Incorporation.
No substantial part of the activities of AERC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and no individual shall represent AERC to participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
Notwithstanding any other provisions of these Bylaws, the AERC shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
ARTICLE X: FEES
The annual fee for membership in the AERC is set by the Board and must be approved by the Board at the annual meeting. The Treasurer shall invoice each member institution for annual fees.
ARTICLE XI: DISSOLUTION
Upon dissolution of AERC, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, i.e., charitable, educational, religious or scientific, or corresponding section of any future federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose.
However, if the named recipient is not then in existence or no longer a qualified recipient, or unwilling or unable to accept the distribution, then the assets of the AERC shall be distributed to a fund, foundation or corporation organized exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code.)
ARTICLE XII: RATIFICATION AND AMENDMENT OF THE BYLAWS
The Bylaws and all amendments to the Bylaws shall become effective upon ratification by vote of a simple majority of the member representatives voting. Amendments may be created upon recommendation of the Board followed by a ballot sent to all members. Acceptance of the Bylaws and any amendments shall be by a simple majority of the members representatives voting.
ARTICLE XIII: CONFLICT OF INTEREST
Any member who has an interest in a contract or financial transaction presented to the Board or a Board established committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of that interest to the Board prior to acting on such contract or transaction. Such disclosure shall include any material and relevant facts known to such person about the contract or financial transaction that might reasonably be construed to be adverse to the AERC’s interest.
The body to which such disclosure is made shall thereupon determine, by a vote of seventy-five percent (75%) of the votes of those entitled to vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, nor participate (other than to present factual information or to respond to questions) in, the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the Board takes action on the transaction. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation, and whether there was a quorum present.
ARTICLE XIV: WHISTLEBLOWER POLICY
The AERC requires Board members to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. The directors, officers and employees must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the responsibility of all members of the Board to report ethics violations or suspected violations.
No member of the Board who in good faith reports an ethics violation shall suffer harassment or retaliation. A Board member who retaliates against someone who has reported a violation in good faith is subject to sanction. This Whistleblower Policy is intended to encourage and enable persons to raise serious concerns within the AERC prior to seeking resolution outside the organization.
ARTICLE XV: NON-DISCRIMINATION POLICY
AERC does not discriminate based on race, color, religion, sex, national origin, age, disability, veteran status, or sexual orientation.