Article 1.
Sec. 1. Name. The name of this organization shall be the Missouri Academy of Science, hereinafter referred to as the Academy.
Sec. 2 Purposes. The purpose of this organization shall be to increase scientific knowledge and aid in its diffusion, to encourage and support the scientific spirit, to promote cooperation among the scientific interests of Missouri, and to foster the education of its citizenry concerning the constructive role of science and technology in the improvement of the general welfare of our society.
Sec. 3 Assets. No part of the net earnings of the Academy shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Academy shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Three hereof. No substantial part of the activities of the Academy shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Academy shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on the behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Academy shall not carry on any other activities not permitted to be carried on by an association exempt from Federal income tax under the provisions of the current Internal Revenue law and any similar laws in the State of Missouri.
Sec. 4. Dissolution. Upon the dissolution of the Academy, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Academy, dispose of all of the assets of the Academy exclusively for the purposes of the Academy in such a manner, or to such organization or organizations organized and operated exclusively for educational, or/and scientific purposes as shall at the time qualify as an exempt organization or organizations under the provisions of the current Internal Revenue law and any similar laws in the State of Missouri, as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the court of common Pleas of the county in which the principal office of the Academy is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article 2. Membership
Sec. 1. Eligibility. Membership shall be open to any individual or organization interested in the objectives of the Academy and who pays the current dues and meets the special requirements of the appropriate membership category.
Sec. 2. Privileges (a)Individual members in good standing shall have the privilege of voting, holding office, offering papers for presentation at the annual meeting, and submitting papers for publication. Dues paying members shall receive all publications of the Academy issued during their membership period.
(b)Institutions, Businesses, Corporations, and other Organizations holding Academy membership shall have the privilege of exhibiting at the annual meetings subject to the policies of the Council. Such members may not vote or hold office.
Sec. 3. Categories of Membership. The membership of the Academy shall consist of the following categories:
Sec. 4. Nomination and Election of Members. Nominations shall be in writing, and may be made by any member and submitted to the Business Manager. Election shall be by the Executive Committee. A member who has voluntarily resigned may be reinstated by the Executive Committee.
Sec. 5. Expulsion. The Council shall have power, by majority vote, to expel from membership anyone who, in its opinion, uses his membership in a way that would damage the cause of science or the reputation of the Academy. No person shall be expelled without first being given a copy of the charges against him/her, and provided a fair opportunity to present his/her side of the case.
Article 3. Officers, Executive Committee and Council
Sec. 1. Elected Officers ofthis organization shall be the President, President Elect, Vice President, Secretary, Treasurer, and Historian. Any member who shall have been in good standing for at least one year shall be eligible to hold office.
Sec. 2. Selection: Term of Office. The officers in the preceding section shall be elected in the manner set forth in the Bylaws. They shall assume their duties on July 1. The President, President Elect, and Vice President shall serve for a term of one year or until their successors shall have been elected. The Secretary, Treasurer, and the Historian shall each serve for a term of three years.
Sec. 3. Duties of the President. The President shall preside at meetings of the Academy, of the Council and of the Executive Committee; shall have power to make or withdraw appointments, subject to approval of the Executive Committee; shall be an ex-officio member of all committees; shall issue the calls to Academy meetings, as approved by the Executive Committee; shall have other such powers and duties as are usually assigned to this office or as are specified elsewhere in this Constitution and Bylaws. In the event of temporary absence, incapacitation, or death of the President, the duties shall he performed by the first available person in the following order: President Elect, Immediate Past President, Vice President, Secretary, Treasurer.
Sec. 4. Duties of the President Elect. The President Elect shall assume the duties of the President at the request of the President or in the absence or incapacity of the President; shall succeed the President at the termination of the latter's term; chair the Past Presidents Committee; serve as an ex-officio member of all committees; keep informed about affairs of the Academy, and be prepared to perform such services as the Academy requires.
Sec. 5. Duties of the Vice President. The Vice President shall succeed the President Elect at the termination of the latter's term; be responsible for developing and coordinating the Senior Division program and submitting it for publication in the Bulletin for the annual meeting; serve on the Local Arrangements Committee; and be prepared to perform such services as the Academy requires.
Sec. 6. Duties of the Secretary. The Secretary shall keep the records of the proceedings of the Academy, of the Council, and of the Executive Committee and shall perform such other duties as are usually performed by a secretary.
Sec.7. Duties of the Treasurer. The Treasurer shall make quarterly and annual reports to the Council pertaining to the financial status of the Academy; chair the Finance Committee; perform such other duties as are assigned him by this Constitution and the Bylaws.
Sec. 8. Duties of the Historian. The Historian shall compile a set of all academy publications; record the activities of the annual meetings; note significant accomplishments of members and periodically announce these in the bulletin; keep a chronological record of Academy activities on a 3-year basis in a format acceptable for publication in the Transactions. The Historian shall perform such other duties as are usually performed by historians and that are in keeping with preserving the record of the Academy and the accomplishments of its members.
Sec. 9. Executive Committee. The President, President Elect, Vice President, Secretary, Treasurer, Immediate Past President, Historian, the State Directors of the Junior and Collegiate Divisions shall constitute the Executive Committee of the Academy. The Executive Committee shall:
Sec. 10. Council. The deliberative assembly of the Academy shall be known as the Council which shall consist of the members of the Executive Committee, Associate Directors of the Junior and Collegiate Divisions, Councilors at-Large, the Directors of the Collegiate Division Sections, the Co-Directors of the Junior Division Districts, one representative appointed by the Academy of Science of St. Louis, the Chairpersons of all active standing committees, and Chairpersons of the Senior Division Sections. The Council shall manage the affairs of the Academy and shall be responsible for the general planning, policies, and programs for all Academy activities. The Council shall have the power to remove from or appoint to office the Editors for the Transactions, Bulletin, and Occasional Papers. The Council shall hold at least two (2) meetings annually. The Council may hold additional meetings on reasonable notice, upon call of the President
Sec. 11. Councilors-At-Large. Each President shall, at the beginning of his term of office, have the authority to appoint two members in good standing to serve on the Council for a three-year term. These appointees are dedicated but not restricted to providing industrial interaction with the Academy.
Sec. 12. Section Chairpersons. Each section of the Senior Division shall elect a Chairperson who shall serve for a term of one to three years, or until his successor is chosen; shall have the power to invite, to accept, or reject papers for the annual meeting. In case any section shall fail to elect a chairperson, the Vice President may appoint a Chairperson or assume responsibility for arranging meetings of the section in question with power to invite and to accept or reject papers for presentation at the sectional meeting. A chair elect may be elected by each section to assist the chair.
Article 4. Business Manager
Sec. 1. Duties. The Business Manager shall supervise the central office and all business operations of the Academy, except those delegated to others by the Executive Committee; act as the Academy's registered agent receive and disburse all monies related to Academy business according to the policies established by the Executive Committee, furnish bond in such amount and by such company as the Executive Committee shall require with the expense of such bond to be paid by the Academy, and to enhance and extend the effectiveness of the Academy in attaining its goals. The Business Manager shall be an ex-officio non-voting member of the Executive Committee, the Council, and all standing committees. Specific duties may include, by mutual agreement:
Article 5. Meetings
Sec. 1. Annual Meetings. Annual meetings shall be called each year by the President at such time and place as the Council shall designate.
Sec. 2.OtherMeetings. Regional and Sectional Meetings shall be arranged by the Executive Committee and by the Section Chairpersons whenever feasible and desirable for the advancement of the purposes of the Academy.
Sec. 3. Affiliate Societies. Affiliate societies may meet in conjunction with the annual meeting of the Academy.
Article 6. Divisions of the Academy
The Missouri Academy or Science shall consist of a Junior Division, a Collegiate Division, and a Senior Division, whose organization and operations shall satisfy the following provisions.
Sec. 1. The Missouri Junior Academy of Science shall constitute the Junior Division of the Missouri Academy of Science.
Sec. 1a. The Junior Division shall be subject to the Constitution and Bylaws of the Academy, but it has the delegated authority to establish those operational bylaws that it may require for its organization and operation. No bylaws may be established which are in conflict with those of the Academy.
Sec. 1b. Members of the Missouri Junior Division are eligible for student membership in the Missouri Academy of Science, and are encouraged to initiate and maintain such an affiliation.
Sec. 1c. The Junior Division shall hold its annual meeting in conjunction with that of the Missouri Academy of Science.
Sec. 2. The Collegiate Division of the Missouri Academy of Science shall constitute the Collegiate Division of the Academy.
Sec. 2a. The Collegiate Division shall be subject to the Constitution and Bylaws of the Academy, but it has the delegated authority to establish those operational bylaws that it may require for its organization and operation. No bylaws may be established which are in conflict with those of the Academy.
Sec. 3. The Senior Division shall be organized according to Sections devoted to the interests of a special science or group of sciences, or of a teaching group or other similar group with common interests, subject to the approval of the Council.
Sec. 3a. Formation of Sections. Any ten members may petition to the Council requesting approval of the formation of a section devoted to their interests.
Sec. 3b. Dissolution of Sections. Any section that has not met with the Academy at its annual meeting for three successive years, or whose membership has been less than ten for two successive years, shall be considered inactive, and terminated. This shall not prejudice consideration for reinstatement, which will require the procedure described in Section 3a.
Sec. 3c. Method of Joining. Any individual dues paying member of the Senior Division may belong to any section by notifying the Business Manager of the Academy, in writing, of his/her desire to be a member of such section.
Article 7. Affiliations
Sec. 1. Outside Affiliations. The Academy may become affiliated with other organizations of similar purpose, if such course is approved by the Council. Delegates to such affiliated organizations, when required, shall be appointed by the President.
Article 8. Amendments
Sec. 1. Amendments to Constitution. This Constitution may be amended at anytime by assent of two-thirds of the votes cast at the annual meeting, provided that a copy of the proposed amendment, approved by a majority of the Council, has been sent to the voting membership at least thirty (30) days before the day of the meeting.
Article 9. Bylaws
Sec.1. Enabling Provision. This Academy shall adopt such bylaws, not inconsistent with this Constitution, as are necessary or desirable to aid in carrying on the business of this organization.
BYLAWS
Article I. Quorum
Sec 1. At Academy Meetings. Ten members shall constitute a quorum for the transaction of business at any meeting of the Academy.
Sec. 2. At Council Meetings. Five members shall constitute a quorum of the Council.
Sec. 3. Executive Committee. A majority or the Executive Committee shall constitute a quorum.
Article 2. Finances
Sec. 1. Fiscal Year. The fiscal year of the Academy shall begin July I and extend through June 30 of the following year.
Sec. 2. Annual Dues. The annual dues charged members of the Academy including fees for the annual meeting, shall be determined by the Council.
Sec. 3. Non-Payment of Dues. Any member who becomes in arrears for
dues for more than six (6) months, shall be considered to have resigned, and his name shall be dropped from the roll of members by the Secretary without further action, except that the member shall be given at least sixty days notice before such action is taken. Members dropped from the roll in this manner shall be required to pay the dues for the year which they are in arrears, the current year, before they may be reinstated to membership.
Sec. 4. Special Assessments. No special assessments may be levied except by two-thirds vote at an annual meeting of the Academy, following recommendation by the Council. Non-payment of special assessments shall be subject to the same penalties as described for non-payment of dues.
Sec. 5. Funds of the Academy. Funds of the Academy shall be
designated as Current Funds and Endowment Fund, and maintained in separate accounts.
Current funds shall include all dues of members, all receipts from publications, and all other funds
received in the continuing operation of the Academy.
(b) Endowment funds shall include all gifts and bequests received to further the objectives of the Academy whether or not restricted as to the use to be made of the principle and income, and such other funds as may be designated by the Council as Endowment Funds.
Article 3. Meetings
Sec. 1. Notice of Meetings. At least thirty (30) days notice of all meetings shall be given by the Business Manager to the members of the Academy.
Sec. 2. Requirements for Papers. No paper shall be given a place on the printed program of the annual meeting of the Academy unless the manuscript, or an abstract of it, is received by the deadline date established by the Vice President, except by special action of the Executive Committee. If abstract is to be published in the Transactions, an abstract fee must be submitted.
Sec. 3. Time Limit on Paper. No paper shall be allotted more than fifteen minutes on any program of the Academy except by special action of the Executive Committee.
Sec. 4. Temporary Combining of Sections. The Vice President, in communication with the section chairpersons involved, shall have power to arrange for the joint meeting of two or more sections in any case where the papers to be presented justify such action.
Sec. 5. Conflicts Forbidden. Section meetings shall not be permitted to conflict with announced general sessions of the Academy except by special action of the Council.
Article 4. Nomination and Election of Officers
Sec. 1. Nominations. The Nomination and Elections Committee shall nominate at least one member for each vacant office of the Academy. At the annual meeting, the President shall give opportunity for further nominations from the floor.
Sec. 2. Elections. All elections shall be carried out at the annual meeting, and a majority for the votes cast shall be necessary for election. In case more than two candidates are nominated, and none receive a majority vote on the first or second ballot, the name receiving the lowest number of votes shall be dropped from the list on the third ballot; and this procedure shall be repeated on successive ballots until one candidate receives a majority.
Article 5. Transaction of Business
Sec. 1. Order of Business. The following order of business is suggested for annual meetings:
The President shall have power to vary from this order, at his/her direction,
Sec. 2. Parliamentary Authority. In points not covered in the Constitution and Bylaws, Robert's Rules of Order shall be the authority in matters of procedure and order.
Article 6. Committees
Sec. 1. Standing Committees, listed in alphabetical order, shall be:
Unless otherwise specified, appointment of these committees shall be by the President, with the concurrence of the Executive Committee.
Sec. 2. The composition and duties of the Standing Committees of the Council are as follows:
Sec 3. Special Committees may be appointed, as necessary, by the President.
Sec. 4.Standing Committees may be established or declared inactive by approval of the Council.
Article 7. Publications
Sec. 1. There shall be three publications offered by the Academy, called Bulletin, Transactions, and Occasional Papers.
A) The Bulletin shall be a medium of communication with the membership, primarily for information of current interest. The material contained is not intended to be archival. It shall he published at least quarterly, and as economically as feasible within the constraints of adequate communication.
B) The Transactions shall be an archival publication containing: (1) individual, peer reviewed papers contributed by members, (2) Proceedings of Symposia held under the auspices of the Academy and (3) Proceedings of other symposia and conferences whose organizers may petition the Academy to sponsor their publications as an issue of the Transactions.
C) An Occasional Paper shall be an archival publication containing a peer reviewed article, or monograph, or Proceedings, whose length or character would make it unsuitable for including in the Transactions.
Sec. 2. Bulletinshall contain, but not be limited to, Academy, Council and Executive Committee transactions; listings of the names, addresses and phone numbers of all officers and Section Chairpersons; the official program of the annual meeting; communications of importance to the membership and communications of interest to specific sections. The Council shall have full authority and responsibility for the Bulletin. Ordinarily, it shall be published quarterly.
Sec. 3. Duties of the Editor of the Bulletin. The Editor shall be responsible for all phases of the publication of the Bulletin. Since the Bulletin is the principal mechanism for written communication to the membership, the Editor will publish all communications of the Academy, the Executive Committee, and the Council as first priority and include, as space permits other items consonant with the stated objectives of the Academy. The Editor is responsible for reporting annually to the Council.
Sec. 4. Transactions. So far as finances permit, the Academy shall publish a Transactions to appear at least annually. It shall contain the Constitution and Bylaws if these have been amended since the last annual meeting before publication. It shall publish the abstracts from the annual meeting if the appropriate fee has been paid. It shall publish also approved papers reporting the research of members where approval is obtained through a peer review system and, when deemed appropriate, proceedings of symposia. The Council shall have full authority and responsibility for establishment of editorial policy and shall appoint an editor of the Transactions to administer this policy and accomplish publication.
Sec. 5. Duties of the Editor of the Transactions. The Editor shall be responsible for the maintenance of scientific quality, management and publication of the Transactions of the Missouri Academy of Science. In general, the editor will be obligated to implement the stated objectives of the Academy insofar as the publication of a learned, refereed journal contributes to those objectives. The Editor is an ex-officio member of the Publications Committee and will be responsible for reporting to the Council at the annual meeting. This report will also be published in the Bulletin.
Sec. 6. Occasional Papers shall be published at irregular intervals, as need dictates. The Council shall have full authority and responsibility for establishment of an editorial policy, and shall appoint an Editor of the Occasional Papers to administer this policy and to accomplish publication.
Sec. 7. Ultimate authority and responsibility related to Academy publications resides with the Council; however, the Council may delegate specific items of its authority to a Publications Committee. The Publications Committee may, in turn, delegate specific aspects of its authority to the publication editors.
Article 8. Amendments
Sec. 1. Amendment to Bylaws. The Bylaws may be amended at any time by assent of two-thirds of the votes cast at the annual meeting, provided that a copy of the proposed amendment, approved by a majority of the Council, has been sent to the voting membership at least thirty (30) days before the date of the meeting.
As adopted the nineteenth day of May, 1934, amended the twenty-eighth day of April, 1972, the twenty-seventh day of April, 1973, the twenty-fifth day of April, 1975, the twenty-ninth day of April, 1977, the twenty-fourth day of April, 1982; the thirtieth day of April, 1988; and the twenty-second day of April, 1995.