(Abolished September 3, 2014)
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, October 19, 2012)
(Abolished (last day in effect), September 3, 2014)
ARTICLE I: NAME
The name of the Association hereby incorporated is the ASSOCIATION OF ECOSYSTEM RESEARCH CENTERS, INC.
ARTICLE II: PURPOSE
The purpose of the Association of Ecosystem Research Centers (AERC) is to support and encourage cooperation in research and training among ecosystem centers, strengthen ecosystem research and its applications; advance understanding of ecosystem science at local, regional, national and international levels; and engage in such other activities within the meaning of section 501 (c) 3 of the I.R.C. (1954), as may be required to fulfill this objective.
ARTICLE III: ACTIVITIES
The Association shall promote further understanding of ecosystems. The Association shall foster exchange of scientific information among the membership, and with other professional societies, resource managers, policy makers, educators, and the public.
ARTICLE IV: MEMBERSHIP
Any center actively engaged in ecosystem research or training is eligible for nomination and election to membership. To remain in good standing, a Center must continue to adhere to the purposes of the Association, be active in the Association and pay any fees required of members.
ARTICLE V: CRITERIA FOR MEMBERSHIP
"Members" are institutions (centers, programs, institutes, named laboratories, and certain types of schools or departments) having the above commitment to ecosystem programs and meeting the criteria for membership. The criteria to be used for election to membership will include the following:
- (i) An Institution whose name shall be registered as the member, having a substantial commitment to ecosystem programs within its mission.
- (ii) Research Staff whose principle active interest and experience is at the ecosystem level.
- (iii) A Mission that may be principally training or research, in the former case offering a substantial number of courses in ecosystem studies, and in the latter case do significant ecosystem-level research as evidenced by publications.
- (iv) Consideration for membership will be based on (a) the mission statement of the candidate institution; (b) a summary of its recent course offerings, research programs, personnel and budget (as appropriate); and (c) vitae of the principle ecosystem scientists. Review of the applications and approval for membership will be by a majority vote of the Board of Directors.
ARTICLE VI: THE COUNCIL, ITS MEMBERSHIP AND MEETINGS
The Council of AERC will consist of The Board of Directors and one representative of each center currently in good standing, for which one alternate may be designated. The Council will meet at least once each year, ordinarily at the Annual Meeting. The representative and the alternate will receive minutes of the Council meetings and all other mailings. Meetings will be called by the President with at least one month's notice to members. Approval of business matters at the Annual Meeting will be voted upon by a majority of those council members present.
ARTICLE VII: OFFICERS AND BOARD OF DIRECTORS
The Board of Directors includes the officers and three members-at-large. The officers will consist of the Past-president, a President, a President-elect, a Secretary, and a Treasurer. Uncompleted terms of any member of the Board of Directors will be temporarily filled through an election. The replacement will serve the duration of the original term. Starting with the 2007 election for 2008 officers, the term of treasurer will be for two years. The treasurer position will be voted on in odd-numbered years. Starting with the 2008 election for 2009 officers, the terms of the President, President-elect, and Secretary will be for 2 years. The President-elect and Secretary positions will be voted on in even-numbered years. The officers will be elected by a majority of representatives present at the annual Council meeting and will serve two years. Officers can be reelected. Members-at-large will serve staggered three year terms.
The Board of Directors will meet as often as needed to carry out the functions of the Association between Council meetings. The President must convene an official meeting of the Council at least once a year. One-half of the members of the Board of Directors, including the President or a member designated to represent the President, shall constitute a quorum. The President shall have the power to appoint committees.
ARTICLE VIII: POWERS AND LIMITATIONS
The Association, 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 Association 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 the Association shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers, or other private persons, except that the Association 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 the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not 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 this Constitution, the Association 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 IX: FEES
The annual fee for membership in the Association is set by the Board of Directors and must be approved by the Council at the annual meeting. The Treasurer will invoice each member institution for annual fees.
ARTICLE X: COMMITTEES
At or before each annual meeting the President will name a Nominating Committee to recommend candidates for officers and general directors. In addition there will be a standing committee on Public Affairs.
ARTICLE XI: ANNUAL MEETING
There shall be at least one (1) Annual Meeting of the Council each year. An Annual Business Meeting shall be held during the Annual Meeting.
ARTICLE XII: DISSOLUTION
Upon dissolution of Association of Ecosystem Research Centers 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 disturbee, or unwilling or unable to accept the distribution, then the assets of the Association of Ecosystem Research Centers 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 XIII: RATIFICATION AND AMENDMENT OF THE CONSTITUTION AND ESTABLISHING BYLAWS
The Constitution shall become effective upon ratification by two-thirds of the members present at an Annual Business Meeting. The Constitution may be amended upon recommendation of the Board of Directors followed by written notice via email of the amendment to all members of the Council two months prior to the annual meeting of the Council, and followed by a majority vote and official meeting of the Council. Bylaws may be established or amended upon motion made and approved at the annual meeting of the Council. In the case of an emergency, an email ballot will be allowed.
ARTICLE XIV. CONFLICT OF INTERESTS
Any officer or Board Member who has an interest in a contract or financial transaction presented to the Council or a committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of his or her interest to the Council or committee prior to its 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 which might reasonably be construed to be adverse to the Association’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 members attending the annual business meeting, 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 his/her 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 Council 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 XV. WHISTLEBLOWER POLICY
The Association requires members of the Board of Directors 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 of Directors to report ethics violations or suspected violations.
No member of the Council 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 Association prior to seeking resolution outside the organization.