INTERNATIONAL SOCIETY FOR RESEARCH ON EMOTION
(formed under the District of Columbia
Nonprofit Corporation Act)
Adopted on 29 July 2011
ARTICLE I. Name and Purpose
Section 1.01. Name. The name of this organization, which was founded in 1984, shall be the International Society for Research on Emotion [the “Society”].
Section 1.02. Purpose. The purpose of the Society is to:
(a) promote interdisciplinary and international dialog and collaboration in the area of emotion research;
(b) foster critical discussion of new ideas and findings on emotion;
(c) encourage collaboration on, or joint exploration of, new research areas; and
(d) to organize workshops and training institutes on new techniques and paradigms.
ARTICLE II. Offices
Section 2.01. Location. The principal office of the Society shall be located within or without the District of Columbia, at such place as the Board of Directors [the “Board”] shall from time to time designate. The Society may maintain additional offices at such other places as the Board may designate. The Society shall continuously maintain within the District of Columbia a registered office at such place as may be designated by the Board.
ARTICLE III. Members
Section 3.01. Who Shall Be Members. The Society shall consist of Full Members and Associate Members [collectively, “Members”]. Membership is open to all academics, scientists, and humanists who can demonstrate a serious commitment to research in emotion. Such commitment can be demonstrated in a variety of ways, including but not limited to a record of publications, attendance at meetings of the Society, and presentation of work at meetings of the Society.
Section 3.02. Qualifications of Membership. To be considered for inclusion in the Society as a Full Member, an individual must (i) show commitment to the area of emotion research as described in Section 3.01 above, (ii) possess a terminal degree in their field of specialization (typically the Ph.D.) and completion of professional training, and (iii) receive the sponsorship by one of the Members of this Society.
To be considered for inclusion in the Society as an Associate Member, an individual must (i) show commitment to the area of emotion research as described in Section 3.01 above, (ii) be enrolled in a pre-doctoral educational program or be enrolled as a post-doctoral fellow, which enrollment must be certified annually by the individual’s department chair or program director, and (iii) receive the sponsorship by one of the Members of this Society.
Section 3.03. Consideration of Membership. Applications may be submitted at any time and will be considered by the Membership Secretary.
Section 3.04. Dues of Membership. The amount of the annual dues shall be adjusted by the Executive Committee [the “EC”], described in Section 6.02 below, according to the financial needs of the Society. Annual dues shall be paid before the first month of each calendar year. Upon failure to pay annual dues, the privileges of membership in the Society shall be suspended on December 31st of the last year in which membership dues were paid. Former members may reactivate their membership status after any period of time by paying their dues for the current year.
Section 3.05. Emeritus Membership. Any member who has reached the age of 65 years and has been a Full Member of the Society for 15 or more years shall have emeritus status and shall have dues waived upon providing proof of eligibility to the Membership Secretary. Dues shall be waived in this manner for the first year after such proof is tendered and upon confirmation by the Membership Secretary of emeritus status. The Society shall not waive dues retroactively.
Section 3.06. Term of Membership. The term of membership in the Society shall be life for all Members, provided the Members pay dues in accordance with Sections 3.04 and 3.05 above; provided, however, that any member may resign at any time upon written notice to the Membership Secretary (any resignation to take effect as specified therein or, if not so specified, upon receipt by the Membership Secretary), and any member may be removed at any time, with or without cause, by a two-thirds majority of the EC.
Section 3.07. Membership Contingent on Adherence to Ethical Standards. Members of the Society are expected to follow the ethical principles of research outlined by the American Psychological Association’s Ethical Principles and Code of Conduct, Section 8 (Research and Publication). Members who are found by a two-thirds majority of the EC to be in violation of these principles may face expulsion. Such expulsion constitutes removal for cause from the Society.
Section 3.08. Biennial Meeting. There shall be at least one business meeting of the Society every two years for the election of directors and officers and the transaction of other business as may properly come before the Members as determined by the Members. There may be additional meetings of the Society if the EC or membership so decides as specified in Section 3.09 below.
Section 3.09. Special Meetings. Special meetings of the Members may be called by the President, the Secretary, or by the Board.
Section 3.10. Place of Meetings. Meetings of Members may be held at such place within or without the District of Columbia as provided in the notice of the meeting.
Section 3.11. Notice of Biennial and Special Meetings. Written, printed, or electronic mail notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than 10 or more than 50 days before the date of the meeting, either personally or via mail or electronic mail, by or at the direction of the President, the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. If by electronic mail, such notice shall be deemed to be delivered if the message is sent to the electronic mail address as it appears on the records of the corporation and it is not bounced or returned as undeliverable within a period of 24 hours from the time of electronic mailing.
Section 3.12. Waivers of Notice. Whenever any notice is required to be given to any member under any provision of law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the member entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any member at a meeting, in person or by proxy, without objection to the lack of notice of such meeting, shall also waive notice by such member.
Section 3.13. Quorum. Members having at least one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum at a meeting of Members for the transaction of any business. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Members who vote by mail, telephone call, telegram, cablegram, electronic mail, or any other means of electronic or telephonic transmission shall be deemed present in person.
Section 3.14. Vote of Members. Each of the Members shall have one vote. Voting on all matters, including the election of directors, may be conducted by mail, telephone call, telegram, cablegram, electronic mail, or any other means of electronic or telephonic transmission, provided that the member shall state, or submit information from which it can be determined, that the method of voting chosen was authorized by the member.
Whenever any corporate action is to be taken by vote of the Members, it shall, except as otherwise required by law or by the Articles of Incorporation, be authorized by a majority of the votes cast at a meeting of Members by the members entitled to vote thereon.
Section 3.15. Proxies. A member may vote by proxy executed in writing or by means of electronic or telephonic transmission by the member or his duly authorized attorney-in-fact.
No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
Section 3.16. Presiding Officer and Secretary. At any meeting of the Members, if neither the Chairman of the Board, if any, nor President, nor a Vice-President, nor a person designated by the Board to preside at the meeting shall be present, the members present shall appoint a presiding officer for the meeting. If neither the Secretary nor an Assistant Secretary is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.
Section 3.17. Informal Action by Members; Meetings by Conference Telephone. Any action required by the District of Columbia Nonprofit Corporation Act to be taken at a meeting of the Members of the Society, or any action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the mayor of the District of Columbia under the District of Columbia Nonprofit Corporation Act.
ARTICLE IV. Board of Directors
Section 4.01. Power of Board. The affairs of the Society shall be managed by the Board. Directors need not be residents of the District of Columbia.
Section 4.02. Number of Directors; Election of Directors. The number of directors of the Society shall be not less than three and no more than nine. All directors shall be elected by the Members. Four directors shall also hold the following offices: President, Treasurer, Secretary, and Membership Secretary. The remaining directors shall be elected from the general membership of the Society. Election to these offices is governed by the provisions of Article V.
The number of directors may be increased or decreased from time to time by amendment to the Bylaws. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
Section 4.03. Term of Directors. The first Board of the Society shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office until the first biannual meeting of directors or until their successors are elected and qualified. Directors shall hold office for a term of two years. Whenever possible, the different disciplines represented in the Society shall be represented in the Board.
Section 4.04. Vacancies. Any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of directors may be filled from the persons who are then members by the affirmative vote of a majority of the members at any biannual or special meeting or a majority by the affirmative vote of the directors then in office though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office and until his successor is elected and qualified as described in Section 4.03 above.
Section 4.05. Removal of Directors. A director may be removed with or without cause by a 2/3 majority of the Members or directors at a special meeting.
Section 4.06. Resignations. Except as otherwise required by law, any director of the Society may resign at any time by giving written notice to the Board, the President, or the Secretary of the Society. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.
Section 4.07. Quorum. Unless a greater proportion is required by law, a majority of the number of directors shall constitute a quorum for the transaction of business, provided, however, that in no event shall a quorum consist of less than one-third of the number of directors so fixed. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 4.08. Meetings of the Board. Meetings of the Board may be held at such place within or without the District of Columbia, and upon such notice as may be prescribed by resolution of the Board.
Section 4.09. Informal Action by Directors; Meetings by Conference Telephone. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the directors shall be filed with the minutes of proceedings of the Board.
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all directors may participate in a meeting of the Board or a committee of the Board by means of conference telephone or by any means of communications by which all persons participating in the meeting are able to receive information from one another, and such participation shall constitute presence in person at the meeting.
Section 4.10. Compensation of Directors. The Society shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation, such amounts to be fixed by the affirmative vote of a majority of the entire Board.
ARTICLE V. Officers, Agents, and Employees
Section 5.01. Officers. The Society shall have two classes of officers, elected officers and appointed officers.
The elected officers shall consist of the President, Treasurer, Secretary, Membership Secretary (collectively, the “elected officers”). The offices of President and Secretary may not be filled by one person. All elected officers will also serve as directors upon their election and shall therefore have a vote on any and all matters.
The appointed officers shall consist of the Website Coordinator, the Editor(s) of the Emotion Review, the Newsletter Editor(s), and the Conference Program Chair for the next conference (collectively, the “appointed officers”). Further, the President Emeritus, who held the position of President immediately prior to the current President, shall serve ex officio. The Board may elect or appoint one or more other officers as may be deemed necessary.
Section 5.02. Election; Term of Office; Removal. All officers shall hold office for a term of two years.
(a) Elected Officers. The elections for elected officers shall be held at the Society’s biannual meeting by a majority of the members of the Society. The remaining elected officers shall be allowed to stand for reelection at that time but shall be up for election during the following biannual meeting. Elected officers may serve for up to two consecutive terms. After the second consecutive term the officer may seek another term after a period of one year. Elected officers shall be installed and assume their duties on the 15th day of January of the year immediately after the election, and shall continue in office until their successors are installed.
(b) Appointed Officers and President Emeritus. The appointed officers are appointed by the President to their positions. The President may make his or her appointments immediately upon his or her election at the biannual meeting, or at such time as he or she sees fit. The President Emeritus serves ex officio. Appointed officers may serve for up to four consecutive terms. After the fourth consecutive term the officer may seek another term after a period of one year. Appointed officers shall be installed and assume their duties upon their appointment.
(c) Removal. Any officer or committee member can be removed for misconduct, abuse of privileges, neglect of duty, and/or incompetence. The removal of any officer shall be accomplished by proffering charges supported by proof.
Section 5.03. Powers and Duties of Officers.
(a) The President shall preside at all meetings of the Society, and shall supervise the affairs of the Society with the approval of the EC. The President shall also be the chair of the EC.
(b) The Secretary shall keep records of all meetings of the Society, shall serve as secretary of the EC, and shall arrange for mailings to the membership regarding the biennial meeting, special meetings, elections, and other matters of interest.
(c) The Treasurer shall have custody of all funds and property of the Society, shall coordinate the collection of dues, and shall make or approve disbursements of Society funds as authorized by the EC.
(d) The Membership Secretary shall review and decide upon all applications for membership.
(e) The President Emeritus shall attend meetings on an advisory basis, and shall assist the current President in the administration of the Society.
(f) The Website Coordinator shall maintain and enhance the Society’s primary website as well as other related internet-based resources.
(g) The Editor(s) of the Emotion Review shall be responsible for soliciting material from authors, editing articles, and publishing the Review. The Editor(s) shall also serve as liaison to the publisher of the Review and shall advise the EC on all matters pertaining to the Review.
(h) The Newsletter Editor(s) shall be responsible for soliciting material from authors, editing articles, and publishing the newsletter of the Society.
(i) The Conference Program Chair shall be responsible for planning and implementing the biennial conference, with the input, assistance, and final approval from the EC.
Section 5.04. Agents and Employees. The Board may appoint agents and employees who shall have authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.
Section 5.05. Compensation of Officers, Agents and Employees. The Society may pay compensation in reasonable amounts to officers for services rendered, such amounts to be fixed by a majority of the entire Board. The Society may pay compensation in reasonable amounts to agents and employees for services rendered, such amounts to be fixed by a majority of the entire Board or, if the Board delegates the power to any officer or officers, then by such officer or officers. The Board may require officers, agents, or employees to give security for the faithful performance of their duties.
ARTICLE VI. Committees
Section 6.01. Committees; Authority. The Board, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of the Society. Other committees not having and exercising the authority of the Board in the management of the Society may be designated and appointed by a resolution adopted by a majority of the directors present a meeting at which a quorum is present.
The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual director, of any responsibility imposed upon it or him by law.
Section 6.02. Executive Committee.
(a) Membership of the Executive Committee. The EC shall consist of the directors, appointed officers, and the President Emeritus.
(b) Term. The term of all EC members shall be contemporaneous with the term of their officer or director positions, which is two years.
(c) Power of Executive Committee. The EC shall be empowered to call meetings and deliberate on any and all issues as may arise from time to time. Voting on any matter shall be governed by the provisions of Article IV above, and shall be reserved for directors only.
ARTICLE VII. Miscellaneous
Section 7.01. Fiscal Year. The fiscal year of the Society shall be the calendar year or such other period as may be fixed by the Board.
Section 7.02. Corporate Seal. The corporate seal, if any, may be circular in form, shall have the name of the Society inscribed thereon and shall contain the words “Corporate Seal” and “District of Columbia” and the year the Society was formed in the center, or shall be in such form as may be approved from time to time by the Board.
Section 7.03. Checks, Notes, and Contracts. The Board shall determine who shall be authorized from time to time on the Society’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 7.04. Books and Records to be Kept. The Society shall keep at its registered office in the District of Columbia, (1) correct and complete books and records of account, (2) minutes of the proceedings of the members, the Board and any committee having any of the authority of the Board, and (3) a record of the names and addresses of the Members entitled to vote. All books and records of the Society may be inspected by any member having voting rights, or his agent or attorney, for any proper purpose at any reasonable time.
Section 7.05. Amendment of Articles and Bylaws. Amendments to the Articles of Incorporation or to the Bylaws may be proposed by a majority of the Members at a biannual or special meeting, by a majority of the EC, or by a petition of at least 10% of the members of the Society. A properly-proposed amendment shall follow the form set forth in Section 3.11 above. Upon notification of such amendment, the proposal may be voted upon either at a meeting, by mail, or by any form as described in Section 3.14 above. If by mail or electronic mail, the Secretary shall arrange for a ballot containing the proposal to be mailed to all members. Any number of amendments may be submitted and voted upon at any one meeting.
The Articles of Incorporation may be amended by two-thirds vote of the Members present pursuant to D.C. Code Ann. § 29-301.36. The Bylaws may be amended by two-thirds vote of the Members voting by any legal means before the deadline specified in the ballot. Voting may occur through proxy as described in Section 3.15 above. A quorum of Members entitled to vote must be present pursuant to Section 3.13 above.
Section 7.06. Indemnification and Insurance. Unless otherwise prohibited by law, the Society shall indemnify any director or office, any former director or officer, any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, and may, by resolution of the Board, indemnify any employee against any and all expenses and liability actually and necessarily incurred by him or her or imposed on him or her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been such director, officer, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the Society for damages arising out of his own negligence or misconduct in the performance of a duty to the Society.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Society may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any director, officer, or employee; provided, however, that such director, officer, or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he is not entitled to indemnification under this Article.
The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board, or otherwise and shall not restrict the power of the Society to make any indemnification permitted by law.
The Board may authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person’s status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the Society would have the power to indemnify the person against that liability under law.
In no case, however, shall the Society indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (“the Code”). Further, if at any time the Society is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in § 4941(d) or 4945(d), respectively, of the Code. Moreover, the Society shall not indemnify, reimburse, or insure any person in any instance where such indemnification, reimbursement, or insurance is inconsistent with § 4958 of the Code or any other provision of the Code applicable to corporations described in § 501(c)(3) of the Code.
If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Section 6.07. Loans to Directors and Officers. No loans shall be made by the Society to its directors or officers.
Article VIII. Effective Date.
These Bylaws were approved at a meeting of the Board of Directors on the 29th day of July, 2011.
These Bylaws shall take effect on 29 July, 2011, and shall remain in effect until amended or repealed in accordance with these Bylaws.
SECRETARY’S CERTIFICATE OF ADOPTION OF BYLAWS
I hereby certify that I am the duly elected and acting Secretary of International Society for Research on Emotion, a DC non-profit corporation, and that the foregoing Bylaws constitute the Bylaws of said non-profit corporation as duly adopted as of ________________.
IN WITNESS WHEREOF, I have signed my name this ____ day of __________, 2011.