Constitution (EN)

Constitution of the Brazilian Chapter of the System Dynamics Society, Inc.

(the Chapter)

Oficial portuguese version: Constituição do Capítulo Brasileiro da System Dynamics Society, Inc.

A Chapter of the System Dynamics Society, Inc.

(the Society).

[January, 2011]

1. The Chapter shall be known by the name:

The Brazilian Chapter of the System Dynamics Society, Inc.

2. Objectives

The objectives of the Chapter shall be, especially in Brazil, to:

• Identify, extend and unify knowledge contributing to the understanding of feedback systems;
• Promote the development and use of the System Dynamics method, and the free interchange of learning, research, and practice in all domains to which it is related or applied;
• Encourage and develop educational programs in the behavior of systems.

To accomplish these objectives the Brazilian Chapter will conduct meetings and, where appropriate, will publish materials, especially in Portuguese language. The Chapter will have a permanent public virtual site with institutional information, including its organization, representation, activities and publications. The Chapter will use primarily electronic means of communication.

3. Membership

Chapter membership is not restricted to members of the Society. However, in order to remain a Chapter in good standing, at least ten members of the Chapter must also be members in good standing of the Society.

Therefore, there shall be two categories of membership:

• Full Members are those in good standing with the Society, affiliated with the Brazilian Chapter. These shall be entitled to vote and hold elected office in the Chapter;
• Others with an interest in the Brazilian Chapter may sign up directly as Associate Members but shall not be eligible to office or have voting rights.

Membership and participation shall be encouraged via equitable access to Chapter information, communications, and activities to all members and interested parties.

4. The Policy Council

The Brazilian Chapter shall be governed by a Policy Council. This Policy Council shall consist of a President, a Society Liaison, and a Secretary. The official members of the Policy Council shall be Full Members of the Chapter. Under normal circumstances, they shall be elected for three-year terms, with one of the three officers being renewed per year:

• A newly elected officer shall serve the first year as Secretary;

The primary responsibility of the Secretary is to document decisions by the Policy Council, and to communicate these promptly to the membership. The Secretary shall also maintain historical records, including Chapter reports and publications, preferably using electronic means of documentation and drawing upon the Chapter’s virtual site as a permanent archive.

• During the second year of service, s/he shall serve as Society Liaison;

The primary responsibilities of the Society Liaison are a) to facilitate interaction between the Chapter and the Society, as described in Paragraph 10, and b) to prepare an Annual Report, preferably in the form of a conference poster, to be submitted and presented at the Annual Meeting of the Society. The Liaison shall also maintain ongoing communications with the Society, including responding promptly, in English, to inquiries from the Executive Director and the Vice President of Chapter Activities.

• During the third year of service, s/he shall serve as President.

The primary responsibility of the President is to convene substantive meetings of the Chapter to advance the objectives laid in Paragraph 2, including promoting or supporting conferences, workshops, training, and publications. The President shall also be proactive in recruiting capable volunteers to advance specific activities, such as the electronic presence of the Chapter, as well as identifying new leadership to fill existing or upcoming vacancies in the Policy Council.

Upon completion of a three-year term, an elected officer shall not be eligible for immediate re-election.

The Policy Council shall have the power to fill any vacancy in the Policy Council, subject to ratification at the Annual Meeting. The Policy Council shall also nominate an annual replacement, subject to approval by a simple majority of Full Members present at the Annual Meeting, who may confirm the nomination(s) or elect alternative candidate(s) at their will. In the process of nominating and selecting its officers, the Policy Council and the Full Members shall bear in mind the need to promote System Dynamics in Brazil, and particularly the need to encourage younger members in all areas of research, practice, and education.

Although the official members of the Policy Council have specific responsibilities, they shall work as a team, mentoring and supporting each other. Also, at any time, the Policy Council may assign, re-assign or revoke up to three Vice Presidencies to non-elected members to carry out specific mandates, such as Electronic Presence, Substantive Meetings, or Publications. The Vice Presidents are ex-officio members of the Policy Council, without decision-making power, and shall perform their duties in accordance with specific direction provided by the President, Society Liaison, or Secretary. The Policy Council as a whole shall be held responsible for the actions of the ex-officio members, as well as for the inaction of its official members.

All deliberations by the Policy Council shall include its official members and use a simple majority rule. A qualified majority of two-thirds of Full Members present at the Annual Meeting may revisit any and all decision made by the Policy Council.

5. Business Meeting

The Brazilian Chapter shall hold one public face-to-face Business Meeting annually. Such meeting will be held during, but not interfering with, the Annual Meeting of the Society, at the same physical site. The Chapter’s Society Liaison shall have the initiative to request the inclusion of this meeting in the official program. If not, three Full Members may make such request to the Conference Manager during the Annual Meeting. In this case, the announcement may be made verbally during a Plenary Session, not less than twenty-four hours in advance.

If present, an official or ex-officio member of the Policy Council will preside the meeting. Otherwise, those Chapter members present will select among themselves a Full Member to do so. The presiding member will appoint a secretary to capture the minutes and the list of those present. Election of officers will be dealt with in this meeting. Also, the membership may raise and discuss Chapter business.

All other business of the Chapter may be conducted by the Policy Council using any means of communication of its choice, including electronic and asynchronous processes. The Policy Council shall formally conduct a meeting, either face-to-face in Brazil, or electronic and asynchronously, in preparation for the Business Meeting. This meeting shall gather contributions to the Annual Report, address nominations for election(s), as well as any other issues raised by the membership.

6. Elections

The elections shall be held at the Annual Meeting. All Full Members of the Chapter in good standing shall be entitled to vote.

The Policy Council shall nominate to any vacancy, whether to fulfill an existing term or for a new term. The Secretary shall notify all members of any impending vacancies, and the respective nominations, not less than one month in advance of the Annual Meeting. Any three members shall have the power to make their own nomination during the Annual Meeting. In the event of there being two or more candidates for office, that candidate having the larger, or largest, number of votes of those Full Members present shall be elected.

7. Publications

The Chapter may choose to publish pamphlets, newsletters, journals, books and other materials, in print or electronically. Such publications will:

• not represent themselves as publications of the System Dynamics Society, Inc.;
• be related to the particular interests of the Chapter;
• preferably be in Portuguese language.

The membership list and contact information shall be available to all Full Members of the Chapter on application to the Secretary. However, no person shall make commercial use of this information. The Chapter’s Policy Council shall have the power to deprive any person found to have done so of privileges of membership of the Chapter.

The Policy Council shall communicate to the membership recent decisions and ongoing initiatives, and maintain a cumulative electronic archive of historical records and past activities, preferably made available via the Chapter’s virtual site. In their absence, the Secretary is obligated to provide the information available to him/her within thirty days of the written application submitted by any Full Member.

8. Conferences, Workshops, and Training

The Chapter may choose to hold conferences, workshops, and training, as long as those activities:

• do not represent themselves to be events of the System Dynamics Society, Inc.;
• do not interfere with the Annual Meeting of the Society;
• provide adequate time between them and the Annual Meeting of the Society.

The Policy Council shall organize and carry out at least one face-to-face Substantive Meeting of the Chapter annually to allow members to exchange educational, professional and research experiences. The location of this meeting shall preferably alternate between Brazilian cities with significant presence of members. The organization and support of a regional System Dynamics conference will count toward this requirement, even if the meeting is held in conjunction with other chapters or organizations, so long as there is a meaningful contribution of the Policy Council in organizing, sponsoring or hosting such event, and the membership of the Chapter is invited to attend and encouraged to participate actively and substantively.

The Chapter shall coordinate with the Society to attract workshops and training to Brazil. Events sponsored by the Society in Brazil will be represented as such.

9. Finances

The Brazilian Chapter will NOT charge dues from its membership. However, the Policy Council shall have the power to charge fees in an amount and currency of its choice to cover expenses for events, publications and services provided by the Chapter. The Policy Council may also seek and obtain government, corporate, NGO, and personal sponsorships.

Activities and products requiring financial expenditures shall require the approval of the Policy Council. The Policy Council will not hold open financial commitments which, in aggregate, exceed the cash balance of the Chapter. The Policy Council may approve activities for which another individual or organization accepts financial responsibility. For such activities surplus revenue will be shared with the Chapter in a manner approved by the Policy Council, but losses will be borne completely by the individual or organization taking financial responsibility for the activity or product.

Payment of Society Dues by Full Members shall be made directly to the Society.

10. Chapter Society Interaction

• The Brazilian Chapter’s Society Liaison shall be listed in the official Society letterhead;
• The Society Policy Council will review the Chapter’s Annual Report of active members, current activities, recent publications, and annual finances submitted by the Chapter. The report will include the names of all officers, elected and ex-officio. Accompanying the report will be copies of all recent publications of the Brazilian Chapter, including printed or electronic conference proceedings, as well as a complete and up-to-date membership listing, including Associate Members and contact information. The report will be submitted electronically to the Vice-President for Chapter Activities, with copy to the Executive Director, at least one month prior to the beginning of the Annual Meeting. Any hard copies shall be express mailed, promptly and securely, to the Central Office of the Society;
• The Brazilian Chapter’s Society Liaison shall be informed of, and invited to, all meetings of the Society Policy Council, except under extraordinary circumstances. S/he shall receive minutes from all meetings of the Society Policy Council.
• The Society will, upon request and up to twice per year, provide the Chapter with a list of the Society members with affiliation to the Brazilian Chapter;
• Neither the Society nor its Policy Council, by granting a Charter to the Brazilian Chapter, assumes any liability or responsibility for any obligations of any kind incurred by the Brazilian Chapter.

11. Changes to this Constitution

This Constitution may be changed by initiative of the Chapter Policy Council, via an asynchronous, simple majority vote of the Full Members; or, via a qualified majority of two-thirds of Full Members present at the Annual Meeting, by initiative of any three members of the Chapter and with a quorum of at least fifteen Full Members present.

Any and all changes to this Constitution shall be submitted for ratification to the Policy Council of the System Dynamics Society, Inc., accompanied by a declaration of support of at least ten Full Members.

12. Clause to Disenfranchise

The Vice-President of Chapter Activities may submit a motion to the Society Policy Council to disenfranchise the Brazilian Chapter:

• if the Brazilian Chapter’s Society Liaison does not fulfill her/his obligation to submit an Annual Report; AND
• if upon request, the Chapter Policy Council does not respond, satisfactorily, within sixty days.

13. Contact Information and Addresses

The Chapter’s electronic and physical addresses for correspondence shall be those of the Brazilian Chapter’s Society Liaison. The natural succession in office, and any address changes, shall be promptly notified to the Society’s Executive Director and Vice-President for Chapter Activities.