(As Amended in January 2005)
The name and purposes of the Corporation shall be as set forth in the Articles of Organization.
The principal office of the Corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in Articles of Organization of the Corporation. The Directors may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a Certificate with the Secretary of the Commonwealth.
The Directors may adopt and alter the seal of the Corporation.
The fiscal year of the Corporation shall, unless otherwise decided by the Directors, end June 30 in each year.
Subject to approval of an officer of the Association, any person with a bona fide relationship to the teaching, learning, and pursuit of mathematics or the legal rights of women may become a member on the payment of dues as determined by the Executive Committee.
In addition to the right to elect Directors as provided in Section 4.1 and such other powers and rights as are vested in them by law, the Articles of Organization or by these Bylaws, the members shall have such other powers and rights as the Directors may designate.
A member may be removed only for cause by vote of a majority of members then in office, and (except in the event of non-payment of dues) only after reasonable notice and opportunity to be heard.
A member may resign by delivering her written resignation to the president Treasurer or Clerk of the Corporation, to a meeting of the members or Directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
The Annual Meeting of the members shall be held at the Joint Mathematics Meeting in January of each year at a time and place to be announced in the Newsletter of the Association and in the Notice of the American Mathematical Society, the announcement to be made at least thirty days in advance of the meeting. Notice of any change of the procedure fixed in these Bylaws for the Annual Meeting shall be given to all members at least twenty days before the new date fixed for such meeting.
If an annual meeting is not held as herein provided a special meeting of the members may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these bylaws to the Annual Meeting of the members shall be deemed to refer to such Special Meeting. Any such Special Meeting shall be called and notice shall be given as provided in Section 2.7 and 2.8.
> Regular meetings of the members may be held at such places within the United States and at such times as the members may determine. One regular meeting shall be held in conjunction with the Joint Mathematics Meetings in January. The presence of twenty members in good standing shall be necessary to constitute a quorum.
Special Meetings of the members may be held at any time and any place within the United States. Special Meetings of the members may be called by the President or by the Directors, and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of ten or more members.
At any Meeting of the members, a majority of the members then in office (whether present in person or duly represented) shall constitute a quorum, except that twenty (20) persons must be present in person at a regular meeting and will, in that event, constitute a quorum. Any Meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the Meeting by a majority of the votes cast upon the questions, whether or not a quorum is present, and the Meeting may be held as adjourned without further notice.
Each member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization, or these Bylaws.
Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members entitled to vote on the matter consent to the action in writing and the written consents are filed with the reports of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.
Members may vote either in person or by written proxy dated not more than four (4) months before the meeting named therein, which proxies shall be filed before being voted with the Clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.
At each executive committee meeting or business meeting the presiding officer shall designate a member to take minutes. All minutes will be kept on file and will be available to members upon request, as will records of action by writing.
The Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers, and friends of the Corporation or such other titles as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
The Directors shall consist of all members of the Executive Committee except for the Newsletter Editor, the Web Editor, and the Meetings Coordinator. The affairs of the Corporation shall be managed by the Directors who shall have and may exercise all the powers of the Corporation, except those powers reserved to the members by law, the Articles of Organization or by these Bylaws.
The Officers shall consist of the Executive Committee. The Executive Committee shall consist of the President, President-Elect (in even years) or Past President (in odd years), Treasurer, Newsletter Editor, Clerk, Meetings Coordinator, Web Editor, and eight to ten At-Large Members. The Officers shall be elected or appointed as follows:
In the fall of even-numbered years, the Officers shall determine whether four or five At-Large Members are to be elected in the fall of the next odd-numbered year. In the fall of years 2005+4n, elections will be held by mail ballot of the general membership for the President-Elect, Clerk, and four or five (as determined above) At-Large Members; and the Executive Committee shall appoint a Newsletter Editor, a Web Editor, and a Meetings Coordinator. In the fall of years 2007+4n, elections will be held by mail ballot of the general membership for the President-Elect, Treasurer, and four or five (as determined above) At-Large Members; and the Executive Committee shall appoint a Newsletter Editor, a Web Editor, and a Meetings Coordinator. The Directors shall automatically appoint the President-Elect to be President immediately following her term of office, and the President to be Past President for the year immediately following her term of office.
The President shall hold office for two years commencing with the odd year February 1 immediately following her election as President-Elect. The Meetings Coordinator, the Web Editor, and the Newsletter Editor shall hold office for two years commencing with the even year February 1 immediately following their appointments. The President-Elect shall hold office for one year commencing with the even year February 1 immediately following her election, and the Past President shall hold office for one year commencing with the odd year February 1 immediately following her term as President. At-Large Members, the Clerk, and the Treasurer shall hold office for four years commencing with the even year February 1 immediately following their election. Each officer shall hold office for the above terms and until her successor is elected and qualified, or until she sooner dies, resigns, is removed, or becomes disqualified. The President, Clerk, Treasurer, and At-Large Members are not to hold the same office for more than two consecutive terms.
If a Chairman of the Board of Directors is elected, she shall preside at all meetings of the Directors, except as the Directors shall otherwise determine, and shall have such other powers and duties as may be determined by the Directors.
The President shall be the Chief Executive Officer of the Corporation and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the Corporation. The President shall preside at all meetings of the members, and if no Chairman of the Board of Directors is elected, at all meetings of the Directors, except as the members or Directors otherwise determine.
The President-Elect or Past President shall have such duties and powers as the Directors shall determine. The President-Elect or Past President shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of her inability to act.
The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. She shall be in charge of its financial affairs, funds, securities, and valuable papers and shall keep full and accurate records thereof. She shall also be in charge of its books of account and accounting records, and of its accounting procedures.
The Clerk shall maintain records of all proceedings of the members and Directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Corporation or at the office of its Clerk or of its resident agent and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain records of all meetings of Incorporators and the original, or attested copies, of the Articles of Organization and Bylaws and names of all members and Directors and the addresses of each.
The Newsletter Editor shall edit and be responsible for the publication of the Newsletter of the Corporation. Frequency of publication shall be determined by the Executive Committee.
An Officer may be suspended or removed (a) with or without cause by vote of a majority of the members then in office or (b) with cause by vote of a majority of the Executive Committee members then in office. Recall of an Officer may be initiated by petition of either 2/3 of the Executive Committee or 25% of the general membership. Upon receipt of the petition, verification of signatures and vote by mail ballot will occur as soon as possible within six months.
An officer may resign by delivering her written resignation to the President, Treasurer or Clerk of the Corporation, to a meeting of the members or Executive Committee, or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
If the office of any officer becomes vacant, the Executive Committee may elect or appoint a successor. Each such successor shall hold office for the unexpired term, and in the case of the President, Treasurer and Clerk until her successor is elected and qualified, or in each case until she sooner dies, resigns, is removed or becomes disqualified.
If changes in these Bylaws create a position or positions that cannot be filled immediately under the rules for election and appointment herein, the Executive Committee may elect or appoint an officer to fill each such position. Each such officer shall hold office until the next regularly scheduled election or appointment for her office, or until she sooner dies, resigns, is removed or becomes disqualified.
Regular meetings of the Directors may be held at such places and at such times as the Directors may determine.
Special Meetings of the Directors may be held at any time and at any place when called by the Chairman of the Board of Directors (or if there be no such Chairman, the President) or by two or more Directors.
At any meeting of the Directors a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
When a quorum is present at any meeting, a majority of the Directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization or these Bylaws.
Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.
Directors shall be entitled to receive for their services such amount, if any, as the Directors may from time to time determine, which may include expenses of attendance at meetings. Directors shall not be precluded from serving the Corporation in any other capacity and receiving compensation for any such services.
Except as the Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation shall be signed by the President or by the Treasurer.
Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Corporation by two of its officers, of whom one is the President or President-Elect or Past President and the other is the Treasurer or an Assistant Treasurer, shall be binding on the Corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the Articles of Organization, Bylaws, resolutions or votes of the Corporation.
Amendments to these Bylaws may be proposed by any member in good standing, or by any Director. Amendments, to be adopted must first be approved by a majority of the members voting in a Regular Meeting, or in a Special Meeting with Notice duly given stating the substance of such change, and then be ratified by majority of the members in a mail ballot of the membership of the Corporation.
Regional Organizations may be formed by Corporation members. Each Regional Organization may choose its own internal structure and enjoy significant autonomy from the Executive Committee.
The Corporation may affiliate with other organizations, subject to the approval of a majority of those voting. Voting shall be by a mail ballot sent to all members. The ballot shall be accompanied by statements supporting affiliation and non-affiliation.
Another organization may affiliate with the Corporation subject to the procedures of the other organization and upon the approval of the Executive Committee of the Corporation.
The Corporation may be dissolved only at a Special Meeting called for the purpose. Upon any such dissolution of the Corporation, all its property remaining after satisfaction of all its obligations shall be distributed to such one or more learned societies, organized and operated exclusively for charitable, scientific, literary, or educational purposes, no part of the net earnings of which inures to the benefit of any private member, or individual, as provided in Section 4.20 of the Articles of Organization.
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