Constitution & Bylaws

ARTICLE I: NAME

The name of this organization shall be the Empire State Association of Two-Year College Biologists (ESATYCB).

ARTICLE II: PURPOSE

The purposes and goals of the organization shall be to foster excellence in biology education by providing a forum for discussion of teaching principles, practices, and problems, and of current developments in biological research; and by offering annual scholarships to two-year college students planning to continue their education in a biology-related field.

ARTICLE III: MEMBERSHIP

A. Active membership in this organization is open to anyone who teaches in the life sciences area in a two-year college in New York State. Associate nonvoting memberships are available to others interested in joining the ESATYCB.

B. Membership dues – members shall be assessed sufficient dues to cover expenses of the organization. The assessment shall be determined by the membership at each annual meeting.

ARTICLE IV: OFFICERS AND TERMS

A. OFFICERS
The officers of the Association shall be:

1. President
2. President-Elect
3. Secretary
4. Treasurer
5. Two Members-at-Large
6. Immediate Past-President
7. Webmaster

 
B. TERM OF OFFICE AND VACANCIES

1. The term of office of the Secretary, Treasurer and Members-at-Large shall be two years.
2. The President-Elect shall serve a three-year term, one year as President-Elect, one year as President, and one year as Immediate Past-President.
3. If a vacancy occurs in the office of President, the President-Elect shall assume that office immediately for the remainder of the year, and shall continue as President and then as Immediate Past-President. If a vacancy occurs in any other position, the Executive Board shall appoint a successor to serve until the next election.
4. New officers shall take office at the end of the business meeting following their election.

 
C. DUTIES OF THE OFFICERS

1. President: It shall be the duty of the President to:
   a. Chair all business meetings and all meetings of the Executive Board.
   b. Name all committees and appoint the chairpersons and members of all committees unless otherwise provided for in these by-laws.
2. President-Elect: It shall be the duty of the President-Elect to:
   a. Assume the duties of the President in his/her absence.
   b. Chair an ad hoc committee to develop an annual program.
3. Secretary: It shall be the duty of the Secretary to:
   a. Keep the minutes of all business meetings and all Executive Board meetings and to report them at the following business meeting.
   b. Prepare a summary of the annual meeting program for publication in the subsequent fall issue of the Association newsletter.
   c. Submit the minutes of the annual business meeting for publication in the subsequent fall newsletter.
   d. File and maintain all records and official correspondence of the Association, with the exception of the Treasurer’s books.
   e. Produce the ESATYCB letterhead and distribute it to the Executive Committee.
4. Treasurer: It shall be the duty of the Treasurer to:
   a. Keep all financial records of the Association.
   b. Pay all bills as authorized by the Executive Board.
   c. Collect the dues of the Association.
   d. Maintain membership directory.
   e. Deliver a Treasurer’s report at each business meeting and provide reports for each newsletter.
   f. Organize and conduct the annual membership drive.
5. Members-at-Large: it shall be the duty of the Members-at-Large to:
   a. Collect, edit and prepare for publication in the Association newsletter items of interest to the membership.
6. Immediate Past-President: It shall be the duty of the Immediate Past-President to:
   a. Chair the Nominating Committee, as provided in Article VI-2.

ARTICLE V: ELECTIONS

1. Elections shall be held annually as prescribed in this Article.
2. The offices to be filled by election shall be, in alternate years, [a] President-Elect, Treasurer, one Member-at-Large, [b] President-Elect, Secretary, one Member-at-Large.
3. The Nominating Committee shall solicit nominees for each office to be filled prior to the annual meeting and will attempt to inform the membership of such nominees in the spring issue of the Association’s newsletter. It shall formally present its slate of nominees to the membership at the annual meeting. Additional nominations may be made from the floor.
4. Election shall be by the majority of those members present at the annual meeting.

ARTICLE VI: COMMITTEES

1. The standing committees of this Association shall be a Nominating Committee, a Scholarship Committee, and such other committees as may be established by vote of the membership at the annual meeting.
2. The Immediate Past-President shall chair the Nominating Committee.
3. The chairpersons of standing committees other than the Nominating Committee shall be appointed at the annual meeting by the incoming President with the approval of the Executive Board, and shall serve for two-year terms. The term of office for each standing committee chairperson shall begin at the close of the business meeting at which he/she was appointed.
4. It shall be the duty of the chairperson of each standing committee to:
   a. Secure committee members in consultation with the Executive Board.
   b. Chair the meetings of the committee.
   c. Coordinate the activities of the committee.
   d. Report to the Executive Board on the functions and activities of the committee.
   e. Prepare the annual report of the activities of the committee.
   f. Prepare the annual budget of the committee.

ARTICLE VII: EXECUTIVE BOARD

1. The Association shall be governed by the Executive Board.
2. The voting members of the Executive Board shall be the elected officers, as prescribed by Article IV-A. The Association’s Webmaster, if not an officer, shall be a non-voting member of the Executive Board.
3. The Executive Board shall:
   a. Determine the dates and sites for all meetings.
   b. Audit the Treasurer’s books annually.
   c. Authorize all expenditures of the Association.
   d. Prepare the charge for each standing committee.
   e. Confirm the results of all elections.
   f. Fill all vacancies provided for under Article IV-B.
4. An Executive Board meeting called by the President shall have a quorum if a majority of the Executive Board members are present.
5. Votes of the Executive Board may be conducted by telephone or email provided a majority of the Executive Board agrees to the procedure.

ARTICLE VIII: MEETINGS

1. This Association shall have one regular meeting each year. Other meetings may be held as determined by the Executive Board.
2. The Executive Board shall determine the agenda for the regular meeting.
3. At each regular meeting there shall be a business meeting. The agenda for the business meeting shall be determined by the President with the advice and consent of the Executive Board.
4. A quorum for the annual business meeting shall consist of the voting membership present at the meeting.

ARTICLE IX: AMENDMENTS

The Constitution and Bylaws of this Association may be amended by a two-thirds vote of the voting membership in attendance at any business meeting.

ARTICLE X: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern this Association in all cases in which they are not inconsistent with these bylaws and any special rules of order which the Association may adopt.

ARTICLE XI: FINANCIAL CHARACTER OF THE ASSOCIATION

1. As a non-profit organization, no part of the net income of the Association shall inure to the benefit of or be distributed to nor shall there be the right to receive or be lawfully entitled to receive any pecuniary profit from the operation thereof to its members, directors, officers or other private person except the Association shall be powered to pay reasonable compensation for services rendered in effecting one or more of such purposes and to make payments and distribution in furtherance of the purpose set forth above.
2. Upon the dissolution of the Association, the Executive Committee shall, after paying or making provision for the payment of all of the just debts, obligations and liabilities of the Association, dispose of all of its assets by transfer to such other non-profit organizations organized and operated exclusively for educational, charitable 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 in the judgment of the Executive Committee is best qualified and competent to promote the purposes listed in the Constitution of the Empire State Association of Two-Year College Biologists.

Revised and accepted April 28, 2002