Editor's note: These are the actual changes (in bold text) being proposed. Text deletions are indicated by strikethrough (text) and additions are indicated by underlined text.
Article I -- Name
The name of the Organization shall be The Bioelectromagnetics Society.
Article II -- Purpose
The purpose of the Society is to promote scientific study of the interaction of electromagnetic energy (at frequencies ranging from zero hertz through those of visible light) and acoustic energy with biological systems. To accomplish this purpose, the activities of the Society will include, but not be limited to:
- Publication of a Society journal and other associated literature.
- Holding of an annual meeting, symposia and workshops. Such meetings may be in cooperation with other societies.
- Other scientific and educational activities as approved by the Board of Directors
Article III -- Members
The membership of the Society shall consist of Members, Associate Members, Student Members, Emeritus Members and Sustaining Members.
- Members - Persons who are active in the field bioelectromagnetics or allied areas as demonstrated by independent, original research or by other activities which have significantly fostered the development of the field are qualified to be Members. The rights and privileges of Members include voting, holding office and subscribing to Society publications at a reduced rate.
- Associate Members - Persons who have an interest in bioelectromagnetics or allied fields but whose professional activities are in other areas, are qualified to be Associate Members.
- Student Members - Senior undergraduate and graduate students enrolled in a program leading to a degree in any of the fields related to bioelectromagnetics are qualified to be Student Members. Associate and Student Members have all the privileges of Members except that they may not vote or hold office.
- Emeritus Members - An Emeritus Member fulfills the requirements for a Member, but has become Emeritus or retired at the Member's own institution. Such a Member has all the rights and privileges of Members. The Board of Directors must approve each appointment to Emeritus Membership.
- Sustaining Members - A person or corporation may be elected a Sustaining Member by the Board of Directors as a result of demonstrated and substantial acts benefiting the Society or its purpose. Only in case of a person qualified as a Member may a Sustaining Member vote or hold office.
- A Member may be dropped from membership for nonpayment of dues or for conduct that is injurious to the Society or its reputation. Procedures for dropping members are provided in the By-Laws.
Article IV -- Management
1. The Society will be managed by a Board of Directors (hereinafter referred to as the Board) and elected Officers. The Board from 2015 will consist of representatives from the various disciplines and special interests under the broad categories of:
a. Engineering/Physical Sciences (3 members)
b. Biological/Medical Sciences (3 6 members)
c. At-large (3 members)
Except for the Charter Board, the term of office shall be three (3) years with one-third of each category elected each year.
2. The Officers shall be a President, a Vice-President (President-Elect), a Treasurer, a Secretary, an Editor-in-Chief, the most recent Past President, and every third year, a Treasurer-Elect.
3. The Board shall consist of the current Officers and twelve elected Board Members.
4. In the event that a Board seat be vacated, an election shall be held to fill the unexpired term of that position at the next regular election of the Society. Except as described below, the Board may make an interim appointment to fill the vacancy prior to the election. If a vacancy occurs in the Office of President, the Vice-President shall immediately assume the duties of President. A new Vice-President is then chosen at the next election. If a vacancy occurs in the office of Vice-President, both a President and a Vice-President will be chosen at the next election. If a vacancy occurs in the Office of Treasurer, Treasurer-Elect shall immediately assume the duties. If there is no Treasurer-Elect, the Board shall immediately make an interim appointment until the next election when a new Treasurer shall be chosen. If a vacancy occurs in the office of Secretary the Board shall immediately make an interim appointment until the next elections. If a vacancy occurs in the office of Past-President, the Board shall elect a former Past-President to that post.
5. The Editor-in-Chief shall be appointed by the Board of Directors for a minimum of one year and serves at the discretion of the Board of Directors. The Editor-in-Chief shall serve as the Chairperson of the Editorial Board and as the executive officer of the Society's journal. The Editor-in-Chief shall have no vote in the deliberations of the Board of Directors related to the appointment of an Editor-in-Chief.
6. The Editorial Board shall consist of the Editor-in-Chief and at least four Members who shall represent a variety of disciplines to reflect the multidisciplinary nature of the Society. Each Member of the Editorial Board shall be appointed by the Editor-in-Chief and the appointment ratified by a simple majority vote of the Board of Directors for a two year term which can be renewed. The Editorial board shall oversee all technical and professional publications of the Society.
7. The Vice-President (President-Elect) shall be elected for a term of one year at the conclusion of which he/she shall serve as President for one year. The Treasurer-Elect shall serve for a term of one year, following which he/she shall serve a three-year term as Treasurer. The Secretary shall serve for a term of three years.
8. No Officer or Member of the Board, except the Editor-in-Chief, shall be eligible for election to the same office for two consecutive terms.
9. Any elected Officer or Board Member may be removed from office for failure to perform the duties of the office or for other good cause. Procedures for removal are provided in the By-Laws. Concurrence of two-thirds of the Board is required. The affected Officer/Member shall not vote. A President who is removed from office shall not serve on the Board as Past-President.
10. Any publication of Society affairs such as a newsletter shall have its Editor appointed by the Board for a term specified by the Board. and the Editor shall serve as a Member of the Board, ex-officio, without authority to vote.
Article V -- Elections
1. The Officers, excepting only the Office of Editor-in-Chief, and Board members of the Society shall be elected by letter ballot by eligible members as specified by the By-Laws. The election shall be held prior to the Annual Business Meeting as provided in the By-Laws, and those elected shall take office at the Annual Business Meeting.
2. The Board shall appoint a Nominating Committee consisting of the Past-President, serving as Chairman, and at least two Society Members. The Committee shall present a slate of one or more candidates for each office, excepting only the Office of the Editor-in-Chief. Additional nominations may be made by petition of five (5) percent of eligible Members of the Society. A space for a write-in candidate for each office shall be provided on the ballot.
3. The election shall be conducted by plurality ballot following procedures stated in the By-Laws.
Article VI -- Duties
1. The duties of the President, the Vice-President (President-Elect), the Secretary, the Treasurer and the Editor-in-Chief are those customarily performed by such Officers, unless otherwise directed by the Board.
2. The duties of the Board shall be:
a. To serve as the Board of Directors of the Corporation.
b. To administer all funds of the Society and to make appropriations for the necessary expenses of the Society.
c. To establish annually the dues for all categories of Members.
d. To take such action as seems desirable and appropriate to promote the objectives of the Society.
e. To appoint a Membership Committee to examine the eligibility of applicants and to report its findings to the Society.
f. To appoint a Nominating Committee each year as described in V-2 above.
g. The Board may appoint one or more an administrators Executive Director with appropriate compensation to assist in handling the business affairs of the Society.
h. The Board may, at its discretion, appoint an Executive Committee from its members consisting of at least the Officers of the Society and may delegate to this committee such powers as the Board sees fit. i. To appoint such other Committees as are necessary.
Article VII -- Quorum
1. The Members present at all business meetings shall constitute a quorum.
2. Nine votingFifty percent plus one of voting Members of the Board shall constitute a quorum for Meetings of the Board.
Article VIII -- Amendments
No part of the Constitution shall be amended or annulled except by formal proposal of an Amendment, followed by opportunity for discussion at an Annual Business Meeting and by either electronic or paper balloting. Proposal of an Amendment may be made by the Board or by petition to the President signed by at least ten Members. The Secretary shall distribute copies of the proposed Amendment to all Members of the Society not less than four weeks before an Annual Business Meeting, and opportunity shall be given for discussion in the meeting. Not more than eight weeks after this meeting, the Secretary shall again distribute copies of the Amendment in its final form, accompanied by ballot forms. To be valid, each ballot must be cast prior to the close of the election. The Secretary shall deliver all valid ballots to tellers appointed by the President. The tellers shall promptly report the outcome of their count to the President who shall then promptly report it to the Board and shall announce it at the next Annual Business Meeting. Adoption of a proposed Amendment shall require the affirmative votes of not fewer than two-thirds of the Members voting and shall become effective as soon as the tellers report the vote.
Article I -- Membership
1. Application for Membership or Associate Membership shall be made on a form authorized by the Board, signed by the applicant and accompanied by dues.
2. Application for Emeritus Membership shall be made on a form authorized by the Board and signed by the applicant. An applicant must have been a Member in good standing for a period of at least one year before emeritus status can become effective. This requirement can be exempted by a two-thirds majority of the Board present and voting.
3. The name, address, and affiliation of each new Member accepted by the Society shall be included in a publication of the Society at least once each year.
4. Any Member considered for removal from the Society for reasons other than nonpayment of dues shall be notified promptly and in writing of the intent of such action. Such consideration shall be initiated by formal petition stating the reasons for removal and signed by not less than ten (10) Members in good standing. The petition shall be presented to the President, who will convene a meeting of the Board to deliberate and decide the issue. The Board shall meet as a Committee-of-the-whole in closed session for these proceedings. The Member considered for removal shall have the right to present testimony in person or in writing and may call witnesses or present signed statements in his defense. Signers of the petition shall have similar rights. The Member shall be removed only with the concurrence of two-thirds of the Members of the Board present. Revocation of membership of any Officer or Board Member cannot be considered until after he or she has been removed from office. Members removed under provision of this paragraph will not be eligible for membership in the Society for a period of five (5) years after the time of their removal from membership.
Article II -- Dues
1. Any Member, Associate Member or Student Member whose dues are in arrears by more than one year shall cease to be a member of the Society. A Member whose dues are in arrears by more than three months shall not be considered in good standing, shall not be eligible to vote, and shall not receive the Journal.
2. The fiscal year of the Society shall extend from April 1 to March 31 of the following year but the membership year shall correspond to the calendar year.
3. A person who makes application prior to October of any year shall be assessed dues for that calendar year.
4. A person who makes application on or after October 1 of any year shall be exempt from dues for that calendar year.
Article III -- Business meetings of the society
1. The Board shall determine the times and places of the regular business meetings of the Society to be held each year.
2. One of these meetings shall be designated the Annual Business Meeting. At this meeting there shall be a session for reports of Officers and Board Members and for report of the tellers on the election of Officers and Board Members and for other items of business.
3. At least eight weeks before a regular business meeting, the Secretary shall send to each Member a notice of the time and place of such meeting.
4. Special Business meetings can be called by the President with the approval of the Board.
Article IV -- Meetings of the Board
1. There shall be at least one meeting of the Board in each year, preferably at the Annual Business Meeting. Those organizations or Societies with which cooperative agreements have been established shall be invited to send a liaison representative to the Board Meeting.
2. The President shall convoke the Board in a special meeting whenever the affairs of the Society require it. The meeting shall be held either physically or electronically. Voting shall be done orally or electronically.
3. A request to the President made in writing by five Members of the Board shall render the convocation of the Board obligatory.
4. The Society may have an Advisory Council, appointed by the Board of Directors, which shall be composed of distinguished Members of the Society whose advice and consultation will be valuable in the establishment of policy by the Board.
Article V -- Scientific Sessions
1. The time and place of scientific meetings of the Society shall be determined by the Board.
2. One of these meetings shall be designated The Annual Scientific Meeting.
3. The Board shall determine rules relative to the conduct of scientific sessions and presentation of scientific papers at all meetings.
Article VI -- Election procedures
1. The Nominating Committee shall be appointed at the Annual Meeting. The Secretary shall send to each member a request for suggestions for nominations, specifying the vacancies to be filled. Nominations made by petition shall be sent to the Chairman of the Nominating Committee, who shall compile the nominations from the Nominating Committee and those made by petition, and provide them to the Election Committee Secretary. The Chairman of the Nominating Committee shall confirm from each nominee his/her acceptance of candidacy. No nominee may be a candidate for more than one vacancy.
2. The Election Committee Secretary shall be responsible for preparing and sending the ballot and instructions to each eligible member not less than ten weeks before the Annual Business Meeting. Mechanisms will be provided to ensure that the voting procedure is anonymous, and that each valid vote is counted once.
3. Ballots received later than the date prescribed in the ballot instructions will be considered null and void.
4. Failure to secure election shall be resolved by a vote of the members present at the Annual Business Meeting.
5. Nominations made by Petition will not be identified as petition candidates on the Ballot.
6. In the event of a numerical tie for any elected position, the membership will be notified of the tie vote as soon as possible, and informed that there will be a second vote to break the tie at the Annual Business Meeting. Those members unable to attend the Annual Meeting will be given an opportunity to vote in absentia. A written vote will be taken from all eligible BEMS members and the result given at the Annual Meeting. In the unlikely event of a second numerical tie, the election will be decided by the President on the basis of a coin toss.
Article VII -- Removal of an officer/board member
Removal of an elected Officer/Board Member shall be initiated by a formal petition that states the reasons for removal and is signed by not less than ten (10) Members in good standing. The petition shall be presented to the President, who will convene a meeting of the Board to deliberate and decide the issue. The Board shall meet as a Committee-of-the-whole in closed session for these proceedings. All Members of the Society shall be promptly notified of the proposed action and the charges. The Officer/Board Member considered for removal shall have the right to present testimony in person or in writing and may call witnesses or present signed statements in his defense. Signers of the petition shall have similar rights. The Officer/Board Member shall be removed with the concurrence of two-thirds of the Members of the Board present and voting, the affected Member excluded. The Board shall issue a formal report of its decision to the Members of the Society within thirty (30) days of the meeting. If the President is the affected Officer, the Past-President shall act as President for this procedure.
Article VIII -- Management
The Board may appoint an Executive Director one or more administrators to support the activities of and act as agent for the Secretary, the Treasurer, for other Officers, and for the duly constituted committees of the Society.
Article IX -- Amendments
An amendment to the By-Laws must be proposed in writing, signed by at least five (5) Members in good standing, and be submitted to the Secretary of the Society at least eight (8) weeks before the Annual Business Meeting at which time the amendment is to be acted on. The Secretary shall send a copy of the proposed amendment to the Members of the Society at least four (4) weeks before the Annual Business Meeting of the Society. It shall be voted on at an executive session of the meeting, and an affirmative vote of two-thirds of all voting Members present shall be necessary for its passage. The Board may substitute either electronic or paper balloting for the vote at the Annual Business Meeting if time and the importance of the issue warrant. The Secretary shall supervise the balloting procedures in accordance with the procedures for the final ballot for amendment of the Constitution.
Article X -- General prohibitions
Notwithstanding any provision of the Constitution or By-Laws which might be susceptible to a contrary construction:
1. The Society shall be organized exclusively for the purposes of:
a. Promoting original research in the natural sciences relating to bioelectromagnetic and bioacoustic interactions. b. Facilitating integration of different disciplines in the study of bioelectromagnetic and bioacoustic interactions. c. Promoting the diffusion of knowledge in these fields.
2. The Society shall be operated exclusively for those purposes immediately preceding, Section (1).
3. The Society shall have no stockholders, and no part of its net earnings shall ever inure to the benefit of any private shareholder or individual.
Article XI -- Distribution on dissolution
Upon dissolution of The Bioelectromagnetics Society, the Board shall distribute the assets and accrued income to one or more organizations as determined by the Board, but which organization or organizations shall meet the limitations prescribed in Section (1) to (3) inclusive, of Article X, immediately preceding.
Article XII -- Parliamentary authority
The rules contained in Robert's Rule of Order shall govern the Society in all cases to which they are applicable, and in which they are not inconsistent with the Constitution, By-Laws or other rules adopted by this Society.