Bylaws of The Wildlife Society (2010)

(As amended and approved July 15, 2010)

 

ARTICLE I. NAME, MISSION, OBJECTIVES, AND COMPOSITION

 

Section 1. NAME -- The name of this organization shall be The Wildlife Society, Inc. hereinafter

referred to as "the Society."

 

Section 2. MISSION –- The mission of the Society is to represent and serve the professional community

of scientists, managers, educators, technicians, planners, and others who work actively to study, manage

and conserve wildlife and habitat worldwide, through science-based decision-making.

 

Section 3. OBJECTIVES -- Principal objectives of the Society are to: (1) develop and promote sound

stewardship of wildlife resources and environments upon which wildlife and humans depend;

(2) undertake an active role in preventing human-induced environmental degradation; (3) increase

awareness and appreciation of wildlife values; and (4) seek the highest standards in all activities of the

wildlife profession.

 

Section 4. COMPOSITION -- The Society shall be composed of professionals, students, and others,

regardless of age, race, religion, gender, ethnicity, disability, sexual orientation, or nationality who are

interested in wildlife resources, and who subscribe to the Society's Objectives and Code of Ethics.

 

ARTICLE II. CODE OF ETHICS

 

Section 1. CODE OF ETHICS --All members of the Society must pledge upon application, renewal, or

recertification to uphold and conduct their professional and membership-related activities in accordance

with the Code of Ethics as prescribed by the Society and set forth in Sections 2 and 3 below. A person

accepting membership in the Society incurs the obligation to conduct his or her professional and

membership-related activities in a responsible and ethical manner. The Code of Ethics sets forth the

required principles of conduct for Society members.

 

Section 2. CODE OF ETHICS: GENERAL PROVISIONS—Members of the Society have a responsibility

for contributing to an understanding of human society’s proper relationship with natural resources, and in

particular for determining the role of wildlife in satisfying human needs and addressing the management

of wildlife-related impacts. All members of the Society shall adhere to the following principles and

practices in the conduct of their professional and membership-related activities. All members shall:

 

1. Subscribe to the highest standards of integrity and conduct and will proactively promote and

address ethical behavior.

2. Recognize research and scientific management of wildlife species, their environments, and their

stakeholders as primary goals.

3. Encourage and sustain the use of sound biological, physical, and social science information in

management decisions.

4. Disseminate information to promote understanding of, and appreciation for, values of wildlife and

their habitats.

5. Strive to increase the knowledge and skills needed to advance the practice of wildlife

management.

6. Promote competence in the field of wildlife management by supporting high standards of

education, employment, and performance.

7. Support fair and uniform standards of employment and treatment of those professionally engaged

in the practice of wildlife management.

8. Refrain from speaking for or representing the Society or any of its Chapters, Sections, or Working

Groups in any way, or implying such representation, without appointment or approval by the

Council of the Society, its officers, or the Executive Boards of Chapters, Sections, or Working

groups.

 

Section 3. CODE OF ETHICS: STANDARDS FOR PROFESSIONAL CONDUCT – Members of the

Society who are employed or otherwise engage in professional activity shall adhere to all provisions of

 

the Code of Ethics, including the following Standards for Professional Conduct. These standards express

the intent, practices, and procedures of the Code of Ethics as they particularly apply to wildlife

professionals. Wildlife professionals shall at all times:

 

1. Uphold the dignity and integrity of the wildlife profession. They shall endeavor to avoid even the

suspicion of dishonesty, fraud, deceit, misrepresentation, or unprofessional demeanor.

2. Refrain from plagiarism in verbal or written communications and shall give credit to the works

and ideas of others.

3. Refrain from fabrication, falsification, or suppression of results, and shall not deliberately

misrepresent research findings, or otherwise commit scientific fraud.

4. Exercise high standards in the care and use of live vertebrate animals used for research, in

accordance with accepted professional guidelines for the respective classes of animals under

study.

5. Protect the rights and welfare of human subjects used in research and obtain the informed

consent of those individuals, in accordance with approved professional guidelines for human

subjects.

6. Be mindful of their responsibility to society, and seek to meet the needs of all people when

seeking advice in wildlife-related matters. They shall studiously avoid discrimination in any form,

or the abuse of professional authority for personal satisfaction.

7. Recognize and inform clients or employers of the wildlife professional’s prime responsibility to the

public interest, conservation of the wildlife resource, and the environment. They shall exercise

professional judgment, and avoid actions or omissions that may compromise these broad

responsibilities. They shall cooperate fully with other professionals in the best interest of the

wildlife resource.

8. Provide maximum possible effort in the best interest of each client or employer, regardless of the

degree of remuneration.

9. Accept employment to perform professional services only in areas of their own competence, and

consistent with the Code of Ethics. They shall seek to refer clients or employers to other natural

resource professionals when the expertise of such professionals shall best serve the interests of

the public, wildlife, and the client or employer.

10. Maintain a confidential relationship between professionals and clients or employers except when

specifically authorized by the client or employer or required by due process of law or the Code of

Ethics to disclose pertinent information. They shall not use such confidences to their personal

advantage or to the advantage of other parties, nor shall they permit personal interests or other

client or employer relationships to interfere with their professional judgment.

11. Refrain from advertising in a self-laudatory manner-beyond statements intended to inform

prospective clients or employers of one’s qualifications-or in a manner detrimental to fellow

professionals and the wildlife resource. They shall clearly distinguish among facts, hypotheses,

and opinions. They shall provide professional advice and guidance only when qualified to do so

by training and experience.

12. Refuse compensation or rewards of any kind intended to influence their professional judgment or

advice or to secure preferential treatment. They shall not permit a person who recommends or

employs them, directly or indirectly, to regulate or impair their professional judgment. They shall

not accept compensation for the same professional services from any source other than the client

or employer without prior consent of all the clients or employers involved.

13. Avoid performing professional services for any client or employer when such service is judged to

be contrary to the Code of Ethics or detrimental to the well-being of wildlife resources and their

environments. If a wildlife professional believes that his or her employment activities conflict

with the Code of Ethics, that person shall advise the client or employer of such conflict.

14. Advise against an action by a client or employer which violates any statute or regulation.

 

Section 4. ENFORCEMENT -- Violations of this Code by a member may result in censure, or censure

and suspension from membership in the Society. All reported violations will be addressed by the

procedures outlined in Clause A and Clause B.

 

CLAUSE A -- Ethics Board – The President will form an Ethics Board of no less than 5 members of

the Society and no more than 7 members of the Society, and appoint one of the members as

Chair.

 

CLAUSE B – Procedure for Addressing Code of Ethics Violations

 

1. An allegation of misconduct against a member of the Society may be filed by transmitting a

written statement to the President.

2. The President shall transmit copies of the allegation and all supportive materials to the Chair

of the Ethics Board

3. Upon receipt, the Chair of the Ethics Board shall transmit copies of the allegation and all

supporting materials to all Ethics Board members.

4. Within thirty days of receiving all materials, the Ethics Board will determine if the allegation

constitutes a violation of the Code of Ethics.

5. If the Ethics Board finds merit in the allegation, the member will be notified within thirty days

and sent all pertinent material.

6. The member will have thirty days to file a response to the allegation to the Ethics Board.

7. The Ethics Board will review the member’s response, and determine if the Code of Ethics has

been violated.

8. The member will be notified within forty-five days of the decision of the Ethics Board, and if

the Code of Ethics was deemed violated, the Ethics Board will impose such disciplinary action

that includes either censure, or censure and suspension from membership in the Society.

9. The Chair of the Ethics Board will notify the President, in writing, of the Board’s decision.

10. The member may appeal the decision of the Ethics Board within thirty days to the Council.

Upon receipt of an appeal, the Council will review all pertinent materials regarding the

allegation and render a decision via a majority vote at either of its regular meetings.

11. The member will be notified within forty-five days of the decision of the Council.

 

ARTICLE III. MEMBERSHIP

 

Section 1. MEMBERSHIP ELIGIBILITY AND STATUS -- Membership in a class listed in Section 2

below shall be open to all persons and organizations interested in wildlife resources.

 

Section 2. MEMBERSHIP CLASSES -- Membership of the Society shall consist of the following Voting

and Non-voting classes:

 

1. REGULAR MEMBER -- Those members who pay annual dues and who are not defined below or

in Clause B.

2. LIFE MEMBER -- A Voting Member so enrolled prior to August 24, 1965. Privileges and

benefits are the same as for Regular Members, except Life Members may request lesser

benefits.

3. RETIRED MEMBER -- A member retired from full-time employment after having been a

Society member for 25 years or more will be granted Retired Member status upon application

to the Executive Director.

4. STUDENT MEMBER -- An individual enrolled in full-time college level wildlife or directly related

curricula as an undergraduate or as a graduate student. This membership status shall not

exceed seven years.

5. NEW PROFESSIONAL –An individual who is a graduate of a full-time college level wildlife or

directly related curricula and with less than three years employment in the wildlife profession.

6. HONORARY MEMBER -- A Voting Member so recognized by the Council for distinguished

service or outstanding achievement.

7. FAMILY MEMBER – Family Membership is available to any two individuals residing at the same

address. Typically, these individuals are both employed as wildlife professionals and are

involved in wildlife conservation and management as part of their work. Both individuals

receive all the privileges of Voting Membership. They receive a single copy of the Society’s

official publication of record.

 

CLAUSE B -- NON-VOTING

 

1. CONSERVATION PARTNER -- Available, upon approval of the Council, to organizations and

institutions with whom the Society may exchange publications, information, or services.

2. COMMERCIAL MEMBER – Commercial Membership is available to any company with an

interest in supporting the programs of the Society. Typically, these are companies that sell

 

products or services to wildlife professionals, or are themselves involved in wildlife

conservation and management as part of their business operations.

3. GOVERNMENT AGENCY MEMBER – Government Agency Membership is available to any

government agency or institution with an interest in supporting the programs of the Society.

Typically, these agencies employ wildlife professionals and are involved in wildlife

conservation and management as part of their agency mission. For state or provincial

agencies, a single Government Agency Membership encompasses an entire state or province.

For federal agencies, a single Government Agency Membership encompasses a single regional

office (and its subunits) or a single national office.

 

CLAUSE A -- ESTABLISHMENT AND PAYMENT

 

1. Annual dues for Regular Members shall include a basic fee for operations and services of the

Society and the Society's official publication of record. Periodicals may be selected by

members for an additional fee set annually by the Council. The Council may adjust the basic

fee each year within limits indicated by the change in the Consumer Price Index (CPI-U)

occurring May to May, rounded to the next highest dollar. Adjustments in the basic fee in

excess of that limit shall be submitted to the membership for approval. Council may establish

reduced dues for non-U.S. members.

2. Dues and periodical subscriptions shall be payable annually on the membership anniversary

date.

3. A member, to remain in good standing, must pay his/her annual dues, at the applicable

Clause A or Clause B level of this Section, if he/she wishes to maintain his/her Certification as

an Associate Wildlife Biologist or as a Certified Wildlife Biologist. Failure to pay annual dues,

at the applicable Clause A or Clause B level of this Section, will result in the revocation of

Certification as an Associate Wildlife Biologist or as a Certified Wildlife Biologist, upon a

majority vote by the Council.

 

CLAUSE B -- DUES LEVELS AND MODIFICATION

 

1. The amount of dues paid for each membership class will vary with the basic fee, or

adjustments thereof, plus annual rates set for periodicals as described in Clause A, but will

include receipt of the official publication of record.

2. Student Member dues are set at 50 percent of the Regular Member dues, rounded to the next

highest dollar. Student Members may obtain Society periodicals at current rates.

3. New Professional dues are set at 50 percent of the Regular Member dues, rounded to the

next highest dollar, plus $10.00. New Professional Members may obtain Society periodicals

at current rates.

4. Retired Member dues are set at 50 percent of Regular Member dues, rounded to the next

highest dollar. Retired Members may obtain Society periodicals at current rates.

5. Honorary, Life, and Conservation Partner Members are exempt from dues.

6. Family Member dues are the equivalent of two (2) Regular Member dues, minus the

publishing cost of one year of the official publication of record, rounded to the next highest

dollar.

7. Commercial Member dues are set annually by Council.

8. Government Agency Member dues are set annually by Council.

 

Section 4. PRIVILEGES -- Members have privileges and responsibilities of their respective and

appropriate memberships. Only Members of Voting Classes shall be entitled to vote, hold office, and

represent the Society's name or position officially when so appointed by the Council, its officers, or

Executive Boards of Society Sections, Chapters, and Working Groups.

 

Section 5. REINSTATEMENT -- Members forfeit their rights and privileges and shall not be entitled to

vote, hold office, represent the Society, or receive the official publication of record if dues are not paid

by the appropriate renewal date. Privileges shall be reinstated upon payment of dues for the year in

which a renewal application is made.

 

ARTICLE IV. ORGANIZATION

 

Section 1. THE WILDLIFE SOCIETY -- The Society is governed by a board of directors known as the

Council, a name reserved for exclusive use by the Society at the international level. Membership is

organized into Sections, within which Chapters may be formed.

 

CLAUSE A -- COMPOSITION -- The Council shall be composed of the President, President-Elect,

Vice President, Immediate Past President, and one Representative from each Section defined in

Section 3 of this Article. The Executive Director is a non-voting member of the Council.

 

CLAUSE B -- DUTIES -- The Council will set and pursue such principles and policies as shall be

in accordance with provisions of the Certificate of Incorporation, these Bylaws, and Statutes of

the District of Columbia. The Council, by a majority vote, shall have the power to fill, for

unexpired terms, vacancies occurring in its membership; recommend changes in the Bylaws;

develop goals, objectives, policies, and programs; maintain personnel employment practices

and salaries for Society staff; perform such other duties as are prescribed herein; and may

assign to the Executive Director any Council responsibilities not otherwise reserved to it in the

Bylaws.

 

CLAUSE C --EXECUTIVE COMMITTEE -- An Executive Committee, composed of the President,

President-Elect, Vice-President, and Immediate Past President, is empowered to take action on

behalf of the Council between meetings of the Council. All interim actions of the Executive

Committee shall be reported to the Council at the next Council meeting. The Executive

Committee shall serve as the Council Finance Subcommittee, and provide guidance to the

Executive Director and Corporate Treasurer.

 

CLAUSE D –- STANDING COMMITTEES—All Standing Committees of the Society, within Council

and outside of Council, shall have duties that align along programmatic lines (e.g., publications,

finance, membership, diversity, bylaws). For Standing Committees external to Council, a

Council liaison will be assigned to each Committee; the liaison will report to Council. The

President, annually, shall reappoint or appoint replacements for those members of each

Standing Committee whose designated terms (typically 3 years) have expired, replace members

who desire to step down from Committee assignments, and designate chairpersons.

 

Section 3. SOCIETY ORGANIZATION UNITS: AFFILIATES, SECTIONS, CHAPTERS, AND

WORKING GROUPS

 

CLAUSE A -- DEFINITION AND ALIGNMENT

 

1. AFFILIATES -- An Affiliate is an organization of wildlife professionals and conservationists

of one or more nations whose objectives include focusing on national or multi-national

conservation issues with a strong voice and identity. Objectives and Code of Ethics of an

Affiliate shall conform to those of the Society. An Affiliate may be formed upon petition to

the Council by 10 or more Voting Members of the Society residing in the geographic area

of the proposed Affiliate and upon Council approval.

2. SECTIONS – Each Section shall include at least two states and/or provinces or

comparable political entities. U.S. Sections shall contain at least 8 percent of the total

U.S. Voting Membership. A Society Section, Chapter, or group of members may petition

the Council to, or the Council may, change geographic boundaries or numbers of Sections

to maintain equitable representation and efficient management of Society affairs.

3. CHAPTERS -- State, provincial, local, or student chapters may be formed within Sections

to provide member-oriented activities at local levels, upon Section approval, and upon

petition to the Council by 10 or more Voting Members of the Society residing in the

geographic area of the proposed chapter; and upon Council approval of Chapter Bylaws

(Clause D). Student Chapters also shall have a Student Chapter Faculty Advisor who is a

Voting Member of the Society.

4. WORKING GROUPS -- Working Groups focused on specific wildlife disciplines or issues

may be formed upon petition to the Council by 15 or more Voting Members of the Society

and upon Council approval of a Working Group Charter (Clause E). Working Groups

 

provide a forum for interaction among Voting Members with common professional

interests.

 

CLAUSE B -- SECTION AND CHAPTER MEMBERSHIP -- Membership is by approval, payment of

dues, and conformance to Bylaws of the respective Section or Chapter.

 

1. VOTING MEMBERS -- All Voting Members of the Society are eligible for membership as a

Voting Member in the Section and/or Chapter within which geographic boundaries they

reside, or in units outside the geographic area provided they conform to those units'

Bylaws.

2. OTHER MEMBERS -- Membership for persons interested in wildlife resources, but not

members of the Society, may be provided for in Section and Chapter Bylaws. Other

Members may not hold office in the Section or Chapter, vote on official matters relating to

the Society, or officially represent the Society by Board or officer appointment. They may

vote in Section and Chapter elections and participate in Section or Chapter activities and

programs.

 

CLAUSE C -- WORKING GROUP MEMBERSHIP --Only Voting Members of the Society are eligible

for membership in Working Groups. Membership requires payment of Working Group dues and

conformance to the Working Group Charter.

 

CLAUSE D -- SECTION AND CHAPTER BYLAWS --Sections and Chapters shall adopt and

maintain Bylaws in substantial conformity with current Model Bylaws approved by the Council.

Such Bylaws shall require submission of an annual report, calendar year financial statement,

records of elections or selection of Section Executive Board from among chapter officers, and

other official actions within 20 days thereof to the Executive Director, and in the case of

Chapters, also to the appropriate Section and Section Representative. Modification of Section

or Chapter Bylaws must be approved by the Council.

 

CLAUSE E -- WORKING GROUP CHARTER -- Working Groups shall adopt and maintain a Charter

in conformance with the current Model Charter approved by the Council. Such Charter shall

require submission of an annual report, calendar year financial statement, record of elections,

and other official actions within 20 days thereof to the Executive Director. Modifications of the

Charter must be approved by the Council.

 

CLAUSE F -- REPRESENTATION ON COUNCIL

 

1. A Section Representative, elected by the Society Voting Members residing within the

Section boundary, shall represent and serve as liaison on the Council for the Section,

Chapters, and Members within that Section. Members of an Affiliate shall be represented

on the Council by the Society Executive Committee.

2. EXECUTIVE BOARDS -- Each Section, Chapter, and Working Group shall have an

Executive Board/Committee to advise the Section Representative and to govern Section,

Chapter, and Working Group affairs.

 

CLAUSE G -- CHAPTER DISSOLUTION -- A Chapter may be dissolved upon Section

recommendation and approval by the Council, or for other reasons considered justifiable by the

Council, such as violation of Society or Chapter Bylaws. The Chapter will be given a one-year

dissolution notice. If at the end of this notice period, the problem(s) has (have) not been

resolved, the Chapter will be dissolved and the Chapter Charter will be recalled.

 

CLAUSE H -- WORKING GROUP DISSOLUTION -- A Working Group may be dissolved by the

Council if it fails to meet criteria established by the Council, the Society Bylaws, and the Charter

of the Working Group. The Working Group will be given a one-year dissolution notice. If at the

end of this notice period, the problem(s) has (have) not been resolved, the Working group will

be dissolved.

 

ARTICLE V. OFFICERS AND EXECUTIVE DIRECTOR

 

Section 1. OFFICERS -- Officers of the Society shall be a President, President-Elect, Vice-President,

and Immediate Past President. The Immediate Past President shall serve as Corporate Treasurer. Only

Voting Members may serve as an officer of the Society.

 

CLAUSE A -- PRESIDENT -- The President-Elect succeeds to the office of President at each Annual

Meeting, generally, for a one-year term. The President shall preside at all meetings of the

Society, shall chair the Council and Executive Committee, shall appoint all committees, and shall

perform all other duties incident to this office. In the temporary absence of the President, or

upon that person's temporary inability to serve, the duties first shall be assumed by the

President-Elect and then by the Vice-President. In the event none of these can serve, the Council

shall appoint a President pro-tempore.

 

CLAUSE B -- PRESIDENT-ELECT -- The Vice-President succeeds to the office of President-Elect for

a one-year term and shall be assigned specific duties by the President.

 

CLAUSE C -- VICE-PRESIDENT -- The Vice President shall be elected by the Voting Members,

serves for a one-year term and shall be assigned duties by the President.

 

CLAUSE D – IMMEDIATE PAST PRESIDENT -- The President succeeds to the office of Immediate

Past President for a one-year term and shall be assigned specific duties by the President. The

Immediate Past President, as Corporate Treasurer, shall be responsible for oversight of all funds of

the Society, including securities and other investments.

 

Section 2. EXECUTIVE DIRECTOR

 

CLAUSE A -- SELECTION AND TENURE -- The Executive Director shall be selected by a majority

vote of the Council, and shall serve at the pleasure of the Council. The Executive Director may be

removed by a two-thirds (2/3rds) vote of the Council.

 

CLAUSE B -- EXECUTIVE DIRECTOR'S DUTIES AND RESPONSIBILITIES

 

1. The Executive Director shall be the Chief Executive Officer of the Society under the

general direction of the Council and also shall serve as Corporate Secretary.

2. The Executive Director shall be responsible for executing policies and programs developed

by the Council and Society membership, and for carrying out all administrative and

managerial affairs of the Society through its officers, staff, Council, committees,

appointed representatives, Sections, Chapters, and Working Groups.

3. The Executive Director, as Corporate Secretary, shall issue annual or special meeting

notices of the Council and membership, record minutes of those meetings, and carry out

other duties as assigned by, or assumed under the broad policies of the Council. The

Executive Director shall ensure that agendas, summary minutes, including all major

decisions, from Council meetings are placed on the TWS website in a timely manner.

4. The Executive Director shall manage all assets in general-fund accounts which shall be

made subject to the single signature of the Executive Director, other designated staff, or

other Voting Member approved by the Council.

5. The Executive Director, President, and Corporate Treasurer, with advice from the

Investment Review Committee, may secure the services of a professional investment

manager to manage assets in the investment funds (Endowment Fund for Excellence in

Wildlife Stewardship, the Permanent Reserve Fund, and others as established by Council).

Transactions involving endowment fund and permanent reserve monies shall be subject

to the dual signatures of the Executive Director and Corporate Treasurer, or other

designated member of the Finance Subcommittee.

6. The Executive Director and other fund signatories shall be bonded at the Society's

expense in the amount specified by the Council. An independent audit shall be made of

the Society's accounts at the close of each fiscal year, as directed by the President, prior

to reporting at the annual meeting.

7. If the Executive Director should become unable to perform his or her duties, a senior

executive staff person may be appointed temporary Executive Director by the Council.

 

ARTICLE VI. COUNCIL ELECTIONS AND OTHER BALLOTING

 

Section 1. NOMINATION OF OFFICERS -- The President shall appoint a Nominating Committee

consisting of one (1) Voting Member per Section. Before mid-December of each year the Nominating

Committee shall submit to the Executive Director the names of two Voting Members in good standing

as nominees for Vice-President. Committee selections shall be published promptly in the Society's

official publication of record. Within 30 days of the date of mailing of said issue, additional

nominee(s) may be submitted by any Voting Member in good standing, if supported in writing by 5

percent of the Voting Membership.

 

Section 2. NOMINATION OF SECTION REPRESENTATIVES -- Each year before mid-December,

the Nominating Committee shall submit to the Executive Director the names of two Voting Members in

good standing as nominees for Section Representative for those Sections where representatives'

terms shall terminate the following year. Nominations shall be provided by the respective Section

Executive Board/Committee, or, in absence thereof, by the Society Nominating Committee. No

nominee for Vice President shall be nominated for Section Representative in the same election.

Nominations shall be published promptly in the Society's official publication of record. Within 30 days

of the date of mailing of said issue, additional nominee(s) may be submitted by any Voting Member in

good standing if supported in writing by 5 percent of the Voting Membership within the Section

represented.

 

CLAUSE A – Elections for Officers of the Society (Vice-President) and Section Representatives to

the Council may be conducted by an electronic election process. Other issues requiring a

membership vote also may be resolved by electronic voting with approval of the Council

 

1. The electronic voting system implemented to conduct elections will ensure that only one

vote may be registered per Voting Member.

2. All Voting Members will be notified by email 30 days prior to beginning electronic voting,

and be provided a summary of the issues or candidates that are on the ballot; this

information also will be posted on the website of The Society 30 days prior to when the

electronic vote will commence.

3. Electronic voting will be open to all Voting Members for 45 days, regardless of the topic

(Officer of the Society, Section Representative, Other relevant issues).

4. Members with limited access to electronic voting may request to vote by paper ballot.

These members will be sent a paper ballot at least 20 days before electronic balloting

closes, and

5. Subunits of the Society (Chapters, Sections, Working Groups) may use electronic voting

conditional on the subunit abiding by stipulations 1 through 4 above.

 

CLAUSE B – ELECTION VALIDATION COMMITTEE – The President shall appoint an Election

Validation Committee of at least three (3) Voting Members.

 

CLAUSE C -- OFFICERS -- Each year, Voting Members will elect a Vice-President. The Election

Validation Committee shall validate the election by July 15 and promptly publish results in the

next available issue of the Society's official publication of record. In the event of a tie, the

selection shall be made by a majority vote of the Council.

 

CLAUSE D -- SECTION REPRESENTATIVES – In Sections where the current representative's

term shall terminate the following year, Voting Members resident in the Section shall elect a

Section Representative. The Election Validation Committee shall validate the voting results by

July 15 and promptly publish results in the next available issue of the Society's official

publication of record. In the event of a tie, the selection shall be made by a majority vote of

the Council.

 

CLAUSE E -- OTHER ELECTION VALIDATION -- The Election Validation Committee shall validate

voting results on other Society issues within 45 days of the published electronic voting deadline.

 

Section 4. TENURE OF OFFICE

 

CLAUSE A -- INSTALLATION -- All elected officers and representatives shall be installed at the

annual meeting and shall serve until replaced.

 

CLAUSE B -- PRESIDENT, PRESIDENT-ELECT, VICE-PRESIDENT, AND IMMEDIATE PAST

PRESIDENT -- Each shall serve a one-year term of office.

 

CLAUSE C -- SECTION REPRESENTATIVES -- Shall serve for three-year terms, overlapping so

that one third, more or less, of the representatives shall be nominated and elected each year.

Representatives shall be ineligible to succeed themselves after two consecutive full terms.

 

CLAUSE A -- PRESIDENT -- A vacancy in the office of the President shall be filled by the

President-Elect for the unexpired term of office, and continue for his or her scheduled term.

 

CLAUSE B -- PRESIDENT-ELECT -- A vacancy in the office of the President-Elect shall be filled by

the Vice-President for the unexpired term of office and continue for his or her scheduled term.

 

CLAUSE C -- VICE-PRESIDENT -- A vacancy in the office of the Vice President shall remain

unfilled on the Council until the next scheduled election, when both a Vice-President and a

President-Elect shall be elected. From the time of the vacancy to the next election, the Council

shall appoint a Section Representative to serve in the stead of the Vice-President on the

Executive Committee.

 

CLAUSE D – IMMEDIATE PAST PRESIDENT -- A vacancy in the office of the Immediate Past

President shall remain unfilled on the Council for the duration of the term. From the time of the

vacancy to the next election, the Council shall appoint a Section Representative to serve in the

stead of the Immediate Past President on the Executive Committee.

 

CLAUSE E -- SECTION REPRESENTATIVES -- Vacancy(ies) in the office(s) of Section

Representatives shall be filled for the remainder of the term from the eligible membership by a

majority vote of the Council or by special election.

 

Section 6. REMOVAL FROM OFFICE

 

CLAUSE A – GROUNDS FOR REMOVAL – An officer or representative may be removed for failing

to adhere to TWS Code of Ethics, failing or neglecting the performance of duties devolved upon

an officer or Section Representative, engaging in improper conduct or conduct contrary to the

best interests of TWS, violating these Bylaws, or other causes, including failing to attend two

consecutive regularly scheduled meetings of the Council without sufficient cause.

 

CLAUSE B – REMOVAL PROCESS – The Council may consider removing an officer or Section

Representative upon written petition of the membership signed by 15% of the Society’s Voting

Members for an officer or by 15% of the Section’s Voting Members for a Section Representative.

Prior to voting on removal, the Council, by Corporate Secretary or designated TWS

representative, shall provide the challenged officer or Section Representative with written notice

of the petition and the stated grounds for removal and an opportunity to appear before the

Council to hear the allegations and present a response. The challenged officer or Section

Representative may waive such hearing in writing and in lieu thereof submit his or her written

response for consideration by the Council. Upon receipt of a signed written waiver of a hearing,

the Council will consider the submitted written response, if any, and vote on the petitioned

removal. The Council's vote on the matter shall be final and will be communicated in writing to

the subject officer or Section Representative within ten days of the Council vote.

 

CLAUSE C – EXECUTIVE COMMITTEE – Members of the Executive Committee may be removed by

a two-thirds (2/3rds) vote of the Council.

 

CLAUSE D – SECTION REPRESENTATIVES – Section Representatives may be removed by a two-

thirds (2/3rds) vote of the Council.

 

ARTICLE VII. MEETINGS

 

Section 1. MEMBER MEETINGS

 

CLAUSE A -- MEETING OF MEMBERS OF THE SOCIETY

 

1. Council shall direct when and where the Annual Meeting of the Society will be held each

year. Other meetings may be held at such time and place as designated by the Council.

2. Due notice of the Society member meetings shall be given to all members at least 30

days in advance through the Society's official publication of record, or by letter, card, or

electronic communication.

3. A quorum for business meetings of the Society shall be 10% of Voting Members.

4. Parliamentary procedures at meetings of the Society shall follow The Standard Code of

Parliamentary Procedure.

 

CLAUSE B -- SECTION, CHAPTER, AND WORKING GROUP MEETINGS AND ACTIVITIES -- shall be

held in accordance with Bylaws or Charter adopted by the respective unit.

The Society

encourages its members, through its Sections, Chapters, and Working Groups, to hold, sponsor,

or join other natural resource groups in sponsoring seminars, symposia, student conclaves,

conferences, and other meetings for the purposes of exchanging scientific and professional

experience and knowledge, and otherwise promoting objectives and goals of the Society. Such

meetings may involve any geographic area regardless of Section and Chapter boundaries and

may be financed through such sources as dues, registration fees, and sales income.

 

Section 2. COUNCIL MEETINGS

 

CLAUSE A -- FREQUENCY AND NOTICE -- The regular annual meeting of the Council shall be held

shortly preceding the Society's annual meeting or at such time and place as the Council may

select. Special meetings of the Council may be called by the President or upon written request of

three Council members when, in their opinion, business of the Council so requires. Council

members shall be notified at least 10 days prior to said special meetings.

 

CLAUSE B -- PROXIES -- In the event a member of the Council is unable to attend a meeting,

that member may appoint a qualified Voting Member of the Society as an alternate, provided that

the President has been notified in writing.

 

CLAUSE C -- QUORUM -- Five members of the Council shall constitute a meeting quorum.

 

Clause D -- CONDUCT OF COUNCIL MEETINGS -- Council shall, at all meetings in which business

of The Society is conducted, follow The Standard Code of Parliamentary Procedure.

 

ARTICLE VIII. ADMINISTRATIVE AND FISCAL MANAGEMENT

 

Section 1. GENERAL -- Administrative and fiscal affairs of the Society shall be conducted by the

Executive Director under the general supervision and direction of the Council.

 

Section 2. FISCAL YEAR -- The fiscal year shall be the calendar year.

 

Section 3. ADMINISTRATION OF ASSETS

 

CLAUSE A -- Funds received from dues payments of all membership classes, periodical

subscriptions, program fees, sales items, general fund earnings, and from undesignated gifts

 

shall be placed in the general fund. On occasion, the annual interest, not to exceed 5% of the

investment funds, can be placed into the General Fund for use as specified in the investment

policies. General fund assets shall be used for the general operations of the Society or as

otherwise determined by the Council.

 

CLAUSE B -- The Council may accept bequests, grants, trusts, or other assets.

 

CLAUSE C -- The Council or donors may direct funds to be placed in the endowment fund or

permanent reserve fund. When endowment fund or permanent reserve fund assets are required

for Society business, and when so instructed by a majority vote of the Council, the Executive

Director shall effect any necessary liquidation of assets and/or transfer the stipulated amount to

the general fund.

 

ARTICLE IX. RESOLUTIONS AND PUBLIC STATEMENTS

 

Section 1. COUNCIL -- The Council, as need arises, may formulate and issue statements expressing

the position of the Society on matters of concern to the public and Society members.

 

Section 2. SECTIONS, CHAPTERS, AND WORKING GROUPS -- Sections, Chapters, and Working

Groups are authorized to issue statements pertaining to subjects in their locale or subject area (1)

when the content of the statement falls within the established policy of the Society, and (2) in the

absence of existing Society position statements. They shall not issue statements in conflict with policy

of the Society without first obtaining Council approval. Statements submitted by Sections, Chapters, or

Working Groups to the Council for adoption must be acted upon by the Council within 90 days of receipt

at the Society office. Once submitted to the Council, the Council has the authority to modify a draft

position statement before it is published for member review.

 

ARTICLE X. PUBLICATIONS, COMMUNICATIONS, AND INFORMATION RESOURCES

 

Section 1. SERIAL PUBLICATIONS -- The Society shall issue serial or periodical publications to further

the Society’s mission. One periodical shall be designated by the Council as the official publication of

record for the Society.

 

Section 2. OTHER PUBLICATIONS -- The Society may publish non-periodical literature such as books,

manuals, and pamphlets.

 

Section 3. COMMUNICATIONS AND INFORMATION RESOURCES – The Society may use other

communications and information resources, such as websites and email discussion lists, to advance its

mission. The Society shall maintain a website that is effective, current, and comprehensive to meet

TWS members’ needs in research, management, education, policy and outreach.

 

Section 4. OVERSIGHT – Council has oversight over all Society publications, communications, and

information resources. Editors shall serve at the pleasure of the Council.

 

ARTICLE XI. DISSOLUTION

 

Section 1. In the case of dissolution of the Society, the Council shall authorize the payment of all

indebtedness of the Society, and arrange for the transfer of the remaining net assets of the corporation

to such organization or organizations as the Council may select, which are organized and operated

exclusively for purposes which would qualify for an exemption under Section 501(c)(3) of the Internal

Revenue Code, as amended, or the corresponding sections of any future federal tax code; provided

however, that in no way shall such distribution inure to the financial benefit of any elected officer, official

or contributor.

 

ARTICLE XII. AMENDMENTS TO BYLAWS

 

Section 1. ORIGIN – Proposed amendments to these Bylaws may be ordered to be submitted to the

Voting Membership for action through a majority vote of the Voting Members present at any annual

meeting, by written petition of 5 percent of the Voting Members, or by a majority vote of the Council.

 

Section 2. ADOPTION -- These Bylaws may be altered or amended by a majority vote of Voting

Members. Notice of proposed amendments must be given to all Voting Members at least 45 days prior to

the voting deadline.

 

ARTICLE XIII. INDEMNIFICATION AND INSURANCE

 

Section 1. The Society shall indemnify any current or former director, officer or committee member of

the Society for costs and expenses, including judgments, incurred in connection with the defense of any

action, suit or proceeding in which he or she is made a party by reason of having been a director, officer

or committee member of the Society, except in relation to matters which he or she shall be adjudged in

such action, suit or proceeding to be liable for criminal activities, willful misconduct or gross negligence in

the performance of his or her duties, subject to any limitations of the law of the District of Columbia.

Expenses incurred in defending any action, suit or proceeding may be paid by the Society in advance of

the final disposition of such action, suit or proceeding upon receipt of agreement by the director, officer

or committee member to repay such amount if it shall be ultimately determined that he or she is not

entitled to be indemnified under this article. In addition, the Society is authorized to purchase all

reasonable and necessary insurance, including directors and offices liability insurance coverage.