NSC Alliance Bylaws
(posted March 2008)
This corporation shall be known as the Natural Science Collections Alliance (hereafter “Alliance”).
The purpose for which this Alliance is organized and operated is scientific and educational, as defined in Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. The mission of the Alliance is to act as an advocate for natural history museums and similar institutions housing science collections (e.g., biodiversity, archeological, and geological research collections), by:
(a) promoting the importance of scientific collections, and the institutions that house them, in science, education and public service;
(b) providing a forum for consideration of mutual problems of the membership and encouraging collaboration toward the development and implementation of mutual goals and priorities; and in
(c) providing other services that shall be determined from time to time by the membership. In order to pursue its goals, the Alliance is to provide information on the value of science collections and the institutions that house them to appropriate representatives of international, national, and state agencies, research organizations, and other non-profit agencies or foundations.
Membership shall be divided into three categories: Institutional, Affiliate, and Individual.
Section 1. Institutional Members:
Institutional membership in the Alliance shall be open to any bona fide non-profit institution which maintains scientific collections (e.g., botanic garden, natural history museum, or university), and which provides satisfactory evidence that its collections are permanently housed, maintained to accepted professional standards, managed by a permanent staff or trained scientific personnel, used in support of research and in publication, and accessible for scholarly study.
(b) Application Procedure:
Applicants for Institutional membership will contact the Alliance for application forms and the criteria for membership. The completed application will be returned to the Alliance and forwarded to the Membership Committee for evaluation. The committee will transmit its recommendation regarding membership to the Board.
(c) Election to Institutional Membership:
Upon favorable recommendation of the Membership Committee, election to membership for eligible institutions shall be accomplished by an affirmative vote of two-thirds of the Board of Directors (taken by mail, electronically, or at any regular meeting at which a quorum is present).
(d) Date Effective:
Following their election as prescribed above, new memberships shall become effective on the first day following notification of election by the Secretary and upon receipt of dues pro-rated to the end of the Alliance’s fiscal year.
(e) Duration of Membership:
The membership of an institution shall continue indefinitely unless it fails to pay its annual dues or otherwise fails to continue meeting the qualifications for membership. Failure to pay annual dues within four months after the start of the Alliance’s fiscal year is grounds for automatic termination of membership without Board action. Evidence that a member institution has not continued to meet the qualifications for membership may be brought to the attention of the Alliance at any time and, having provided the institution the opportunity to discuss its qualifications, the Board may terminate the institutional membership with a simple majority vote.
(f) Voting and Participation Rights:
The official representative identified by the Institutional member may participate in all the affairs of the Alliance, including serving in all elected or appointed positions.
Section 2. Affiliate Members:
Affiliate membership in the Alliance shall be open to organizations or institutions (both not-for-profit and for-profit) that support the mission and programs of the Alliance, but do not otherwise qualify for membership as an institutional member (e.g., academic organizations that lack research collections). Application for membership will be judged on the basis of demonstrating that the applicant has a commitment to the goals and purposes of the Alliance, including the betterment of research collections and their use by science, education, and society.
(b) Application Procedure:
Applicants for Affiliate membership shall contact the Alliance for application forms and membership criteria. The completed application shall be returned to the Alliance, which will transmit the application to the Membership Committee for evaluation.
(c) Election Procedure:
Upon the favorable recommendation of the Membership Committee and a two-thirds affirmative vote of the Board of Directors (taken by mail, electronically, or at any meeting of the Board at which a quorum is present), the applicant shall be elected to membership.
(d) Date Effective:
Affiliate membership shall become effective on the first day immediately following notification of election by the Secretary and upon receipt of dues.
(e) Duration of Membership:
Affiliate membership shall continue indefinitely unless the member fails to continue meeting the qualifications for membership or fails to pay annual dues. Evidence that an Affiliate member has not continued to meet the qualifications for membership may be brought to the attention of the Board of Directors, whereupon the Board members may, by a majority vote, recommend that the Affiliate membership be terminated. Failure to pay annual dues within four months after the start of the Alliance’s fiscal year is grounds for automatic termination of membership without Board action.
(f) Voting and Participation Rights
The official Representative identified by the Affiliate member may participate in all the affairs of the society, including serving on the Board of Directors, but may not hold the office of President or Vice-President.
Section 3. Individual members:
Individuals with a demonstrated interest in the goals, purposes, and programs of the Alliance may become Individual members.
(b) Application Procedure:
An individual may apply for membership by completing a membership application and remitting an annual dues fee to the Alliance. An individual is accepted into membership upon receipt of the completed application and annual dues. Individual membership shall continue on an annual basis as long as dues are received upon the due date.
(c) Voting and Participation Rights:
Individual members may participate in all the affairs of the Alliance, including serving on the Board of Directors, but may not hold the office of President or Vice-President.
Each Institutional and Affiliate member shall designate a representative who shall represent the member at meetings and in other affairs of the Alliance. The authority and responsibility herein assigned or reserved to the “member” shall be exercised in the name of each institutional or affiliate member by its designated representative.
The representative for an Institutional member shall be or be designated by the institution’s principal executive officer for research and collections. If there is no single executive officer, the institution may designate a representative in consultation with its appropriate staff. A representative shall continue to serve until the Alliance receives written notice from the member of a replacement.
A named representative may designate, in writing, to the Secretary an alternate to be the representative at a meeting of the Alliance, and such alternate will have the authority and responsibility of the principal representative at the meeting. A representative may be accompanied at meetings by other staff or officials from his or her institution or organization.
The corporate authority, property, and affairs of the Alliance shall be exercised, controlled, and conducted by the Board of Directors, in accordance with the District of Columbia Non-Profit Corporation Act (Act of August 6, 1962, 76 Stat. 265 D.C. Code, Title 29, Ch. 10, Secs. 1101 et seq.) as it now exists or hereafter may be amended.
Number and Constitution. The Board of Directors shall consist of the four elected officers of the Alliance (President, Vice-President, Secretary, and Treasurer), plus a minimum of six and a maximum of 15 Directors-At-Large (the number determined by the Board prior to each election). Election of the officers and the Directors At-Large shall be by written membership ballot.
Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the members of the Board of Directors taken by any means, direct or electronic. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Chair. The President of the Alliance shall also act as the Chair of the Board of Directors.
Quorum. A quorum at a meeting of the Board of Directors shall consist of a majority of that Board. The act of a majority of the Directors voting at a meeting at which there is a quorum shall be the act of the Board of Directors. In cases where a vote of the Board is necessary away from a meeting, a vote of the Board may be taken in pre-arranged and timely way by the Secretary at the direction of the President, by electronic or written means.
Term of Office. The President and Vice-President of the Alliance will be elected to serve a two-year term. The President and/or Vice-President may be nominated for election to a second two-year term with the assent of the Board. The Secretary and Treasurer will serve for one-year terms with unlimited consecutive terms being allowed. Directors-At-Large will serve for a three-year term.
The Board of Directors is authorized to alter the terms of newly created directorships resulting from an increase in the number of directors to less than a three-year term for purposes of ensuring that no more than one-third of the Directors-At-Large rotate off the Board in any one year. No more than two consecutive terms will be allowed for Directors-At-Large. Terms of office will normally extend from the close of the Annual Meeting, although should no Annual Meeting be held for any reason, the Board may modify this date such that does not substantially affect the term of office.
Resignation. Any Director may resign at any time by delivering written notice of such resignation to the Secretary, and such resignation shall become effective upon receipt by the Secretary of the date specified herein. Failure to attend three consecutive meetings without the approval of the President shall be deemed to be a resignation.
Meetings. Meetings of the Board of Directors shall be held at least annually at the call of the Chairman. Notice of meetings shall be given to all Directors within a reasonable time prior to each meeting. Special or virtual (via electronic means) meetings shall be called by the Chairman or upon request of any two (2) members of the Board of Directors.
Compensation. No Director shall receive any compensation from the Alliance for services performed in his or her capacity as an Alliance official.
Reports. The Board of Directors shall prepare an Annual Report of the Alliance’s business, property, and other affairs during the preceding fiscal year. Such report shall be filed with the records of the Alliance. An annual report of the Board’s affairs also shall be prepared in conformity with the District of Columbia’s Non-Profit Corporation Act, (presently District of Columbia Code, Title 29, Sec. 1083) and filed with the Government of the District of Columbia.
Membership. There shall be an Executive Committee of the Board of Directors, consisting of the four (4) elected officers of the Alliance (President, Vice-President, Secretary, and Treasurer). Any vacancy on the Executive Committee may be filled by a majority vote of the Board of Directors but such successor shall serve only for the completion of the unexpired term of their predecessor on the Executive Committee. The Chairman of the Executive Committee shall be the President of the Alliance.
Authority. In the periods between meetings of the Board of Directors, the Executive Committee shall have and exercise the authority of the Board in the management of the business and activities of the Alliance, although under normal circumstances this authority will be delegated to the Executive Director.
Quorum. A quorum of the Executive Committee of the Board of Directors shall consist of a majority thereof, and this quorum may act for the entire Executive Committee.
Meetings. Meetings of the Executive Committee of the Board of Directors may be called by the Chairman of the Executive Committee or upon the concurrence of any two (2) members of the Executive Committee. Notice of meetings shall be given to all members of the Executive Committee within a reasonable time prior to the meeting. Meetings and Executive Committee business may, by pre-arrangement, be done by electronic means.
President. The President of the Alliance shall be an Institutional representative. The President shall be the chief officer of the Alliance and shall preside at all meetings of the Alliance. The President or a designee, who shall be so authorized in a document signed by the President and filed with the Secretary of the Alliance, shall sign and execute, in the name and on the behalf of the Alliance, all documents to be executed by the Alliance. The President shall also perform all other duties as requested by the Board of Directors, or as are reasonably incidental to the duties of President.
Vice President. The Vice President shall be an Institutional representative and shall perform the duties of the office of the President in case of a vacancy in that office or the death, absence, or disability of the President to act. The Vice President shall perform other duties as requested by the President of the Alliance including presiding at meetings should the President be unable to attend. In the event of the resignation, death or disability of the President, the Vice-President will assume the presidency for the remainder of the term.
Secretary. The Secretary shall represent any category of membership. The principal duties of the office are to take and record the minutes of all the meetings of the Alliance, the Board of Directors, and the Executive Committee. The Secretary shall perform the duties of the President and Vice President in case of death, absence, or disability to act. The Secretary shall perform other duties as requested by the President or Board of Directors.
Treasurer. The Treasurer shall represent any category of membership. The Treasurer shall be the official disbursing agent for the Alliance’s funds except as delegated in writing to the Executive Director. The Treasurer shall review the budget and financial statements on a regular basis and shall report on the financial affairs of the Alliance to the membership annually and to the President at any time on request. (S)he shall present the annual budget for approval at meetings of the Board and Membership. The Treasurer shall make annual recommendations to the Board for dues schedules. The Treasurer may not put the financial affairs of the Alliance in arrears, and may not authorize expenditures other than those in an approved budget without the express approval of the Board. The Treasurer may authorize an audit of the Alliance’s finances by an independent firm of auditors, and the results of such audits shall be made available to the Board of Directors and, on request, to any member. The Treasurer may be required to furnish a bond or security for the faithful performance of that office.
The Treasurer is authorized to maintain and to keep funds of the Alliance in a prudent manner. To meet the operating expenses of the Alliance, a part of its annual revenue shall be kept in accounts that (1) are fully insured and liquid, (2) preserve principal, and (3) earn the prevailing interest rates for such accounts. The reserves of the Alliance shall be invested prudently as recommended by the Finance Committee and approved by the Executive Committee annually.
Compensation. Board members shall serve without remuneration, but may, at the discretion of the members, be reimbursed for out-of-pocket expenses incurred in the performance of their duties.
Absence or Disability. In the case of absence or disability of an officer, or for any other reason that the Board may deem sufficient, the Board of Directors may delegate temporarily the powers or duties of the absent or disabled officer to any other officer or to any other person qualified to perform the duties.
Term of Office. The President and Vice President shall be elected to office to serve a term as outlined in Article V Section 6 of these bylaws. The Secretary and Treasurer shall be elected to serve terms as outlined in Article V Section 6 of these bylaws.
An Executive Director shall be appointed by the President with the concurrence of the Executive Committee of the Board of Directors and shall serve at the discretion of the Board of Directors. The Executive Director shall be the chief executive officer of the Alliance and shall supervise or carry out policies and orders of the Board of Directors, the Executive Committee, or the President. The Executive Director shall report to the President. (S)he shall be authorized, within the budget of the Alliance, to employ such additional persons as is necessary to conduct the affairs of the Alliance and to determine the compensation to be paid therefor. The Executive Director shall make such reports, recommendations, and suggestions to the Board of Directors as will benefit the business of the Alliance, but shall not exercise any vote in deciding Alliance policy or business.
Standing Committees. There shall be a Membership Committee, Nominating Committee, and a Finance Committee. Other committees may be created or abolished by the vote of the President, the Board of Directors, or by resolution of the membership, and may be designated as standing committees with continuing responsibility or ad hoc committees terminating upon the fulfillment of their purpose. Such resolution shall state the purpose of the committee and the scope of its activities.
Membership Committee. The Membership Committee shall be the Executive Committee unless constituted as a separate committee by the President in consultation with the Executive Committee. The charge of this committee shall be to promote and review membership in the Institutional and Affiliate categories of the Alliance in accordance with criteria determined by the Board. The Membership Committee shall receive institutional and affiliate applications for membership from the Secretary at any time and shall review applicants throughout the year. The Committee shall report and recommend on each applicant to the Secretary no later than one (1) month after receipt of the application and all necessary supporting information. Upon the favorable recommendation of the Membership Committee, the applying institution shall be eligible for election to membership as provided in these bylaws. The Membership Committee may require any Institutional or Affiliate member to furnish evidence that it continues to meet the membership qualifications set forth herein. On the basis of its review of such evidence, the Membership Committee may institute proceedings for terminating the membership as provided elsewhere herein.
Nominating Committee. The Nominating Committee shall consist of the President, the Past President who immediately preceded the President in office, plus three (3) additional representatives who shall be approved by Board. The Committee shall serve for the full term of the President who is one of its members or until a successor Committee has been approved.
The Nominating Committee shall nominate candidates for each of the elective offices of the Alliance and for the Board of Directors. In addition, the President may request the Nominating Committee to nominate candidates for such other continuing or standing committees as may be designate
The Nominating Committee shall furnish the names of nominees to the Secretary, who shall circulate them either in written or electronic form (e.g., web site) to the members at least thirty (30) days in advance of the election in order to provide for additional names to be nominated by the membership. Nomination to the ballot from the membership requires written support from 10 members from any category of membership.
Finance Committee. The Finance Committee shall consist of the Treasurer and two other individuals appointed by the President. The Committee shall serve for the full term of the President and one or both appointees may be re-appointed by the next President. The responsibilities of the Finance Committee shall be to recommend a plan for the Alliance’s investments to the Board of Directors for its approval and to report annually on the Alliance’s investment portfolio.
Annual Business Meeting. Under normal circumstances, one (1) regular meeting of the Association shall be held during each fiscal year, and shall be designated as the Annual Meeting.
Special Meeting. A special meeting of the Alliance will be called by the Secretary upon the request of either a) the President, b) not less than a majority of the Board of Directors, or c) at least ten percent (10%) of the members.
Quorum. A quorum for the transaction of official business of the Alliance at an Annual or special meeting shall require the presence of an institutional representative from at least 40% of the members.
Expenses. The costs of conducting Annual Meetings and special meetings shall be supported through registration fees paid by the members. Amounts may be assessed to cover the costs of meals and other common activities of those present at the meetings. Personal expenses of representatives attending meetings will not be borne by the Alliance.
Purpose. The payment of dues annually will be a condition of continuing membership in the Alliance.
Assessment. Annual membership dues levels and benefits for each classification of membership shall be established by the Board of Directors. The dues levels for all membership categories shall be reviewed and determined annually by the Board, based on the class of membership and, if deemed necessary, categories within those classes.
If a member institution or the Treasurer suggests that its dues level needs to be altered, consultation between the member and the Treasurer will be held at least six (6) months before the change is to go into effect. The selection of a dues category by a member shall be for the purpose of determining the fair and reasonable dues the member will pay in support of the Alliance, and shall have no bearing on the rights and privileges of the membership class as provided in Articles III and IV of the Bylaws.
The fiscal year for the Alliance shall be the calendar year.
Amendments to Articles of Incorporation
Amendments to the Articles of Incorporation may be proposed by a majority vote of the Board of Directors or by a majority vote of the members present at any Annual Meeting at which a quorum is present. The Articles of Incorporation may be amended by a two-thirds (2/3rds) vote of members at an Annual Meeting at which a quorum is present or by written ballot where a majority of the members respond and a two-thirds (2/3) affirmative vote is received.
Amendments to By-Laws
Amendments to these By-Laws may be proposed by any Institutional or Affiliate representative to the Board of Directors, in which case a majority vote of the Board of Directors will be necessary for further action. Alternatively, proposals may be made at the Annual Meeting or at any meeting at which a quorum is present, in which case a simple majority vote of the members present will be necessary to take further action. Should recommended changes pass by either of these two means, within thirty (30) days of receipt of such proposed changes, the Secretary shall circulate them by mail to all members. Changes receiving a two-thirds affirmative vote of ballots returned by a prearranged time (no less than 30 days after the date of submission of the ballots to the membership) will be judged to have been ratified by the membership.
The Alliance is non-stock and non-profit. No part of the net earnings of the Alliance shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Association shall be authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objectives set forth in Article III of the Articles of Incorporation. No substantial part of the activities of the Alliance shall be the carry on of propaganda, or otherwise attempting to influence legislation, and the Alliance shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office. Notwithstanding any of the provisions of the Articles of Incorporation, the Alliance 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 Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
If in any one year the Alliance is found to be a private foundation, then and in that event, its income for each such taxable year shall be distributed at such time and in such manner as not to subject the foundation to tax under Section 4942 of the Internal Revenue Code, and the foundation shall not engage in any act of the self-dealing (as defined in Section 4941(d) of the Internal Revenue Code), and shall not retain any excess business holdings, (as defined in Section 4943(c) of the Internal Revenue Code), and shall not make any investments in such manner as to subject the foundation to tax under Section 4944 of the Internal Revenue Code, and shall not make any taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code).
This Alliance may be dissolved by the members when, for any reason whatsoever, its continued existence is unnecessary or undesirable. A Resolution to dissolve may be made and, to be effective, must be ratified in the manner prescribed above for the Constitution.
In the event of dissolution or termination of the Alliance, the Board of Directors shall, after the payment of all of the liabilities of the Alliance, dispose of all of the assets of the Alliance exclusively for the objectives of the Alliance, in such manner, or to such organization or organizations organized exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board shall determine. Any of such assets not so disposed of shall be disposed of by the Court of proper jurisdiction, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.