Agriculture, Food and Human Values Society

Bylaws

Approved by the Board of Directors, January 16, 2015

Article I

Membership

Section 1.1.  Eligibility.  Membership is open to individuals who subscribe to the purposes of the organization.

Section 1.2.  Members.  Eligible individuals are members, entitled to vote, and eligible for elective offices if they have paid the current-year dues set by the Board.  The Board may establish and define categories such as early-scholar and regular membership, and may set levels of dues for each category either with or without a subscription to the Society’s journal. Persons designated as honorary life members by a ¾ vote of the Board are entitled to all rights of membership but are exempt from paying dues.

Section 1.3.  Termination. Membership is ended by (a) resignation, (b) failure to meet the membership requirements listed in Sections 1 and 2, unless excused for good cause, or (c) expulsion by a two-thirds vote at a regular or special meeting of the membership or Board of Directors for conduct damaging to the aims or reputation of the organization, after notice and the opportunity for a hearing.

Article II

Membership Meetings of the Society

Section 2.1.  Annual Membership Meetings.  The annual business meeting shall be held in conjunction with the Society’s annual conference at times and places determined by the Board.  Notice of each meeting shall be emailed at least 30 days but not more than 60 days before the meeting to the last known address of each person on the organization's membership rolls as of the time the notice is prepared.  The annual meeting shall include reports of the organization’s activities and achievements during the preceding year, presentation of a financial report for the preceding fiscal year, the results of the election for officers and directors, discussion of the organization’s activities and priorities, and opportunities for motions to inaugurate, modify, or discontinue activities, which are adopted if approved by two-thirds of those present and voting.

Section 2.2.  Special Membership Meetings.  A special business meeting may be called at any time by the President, the Board, or the Executive Committee, and must be called upon petition in writing of any fifteen members, provided that notice, including the time, place, and purposes of the meeting, is emailed at least 10 days but not more than 60 days before the meeting to the last known address of each person on the organization's membership rolls as of the time the notice is prepared.  A special meeting shall act only on matters included in the notice.

Section 2.3.  Quorum, Voting, and Procedures.  The quorum for an annual business or special business meeting shall consist of 1/3 of the Board members then in office and at least 10 additional members. Unless otherwise provided in these bylaws or in Robert's Rules of Order, a majority of those present can decide any matter if a quorum is present.  Each member present may cast one vote; no votes may be cast by proxy.  Meetings may be conducted informally, but unless otherwise provided in these bylaws, any procedural disputes shall be resolved by reference to the current edition of Robert's Rules of Order.

Article III

Board of Directors

Section 3.1.  Composition, Selection, Removal, and Terms.  The affairs and property of the organization shall be managed by a Board of Directors (hereafter Board), which is also known as the Council, consisting of nine regular members, two graduate student/early-professional members, four officers, and, ex-officio, the Editor-in-Chief of Agriculture and Human Values. Board members shall serve their elected terms and until their successors take office.

Section 3.2.  Elections.

Section 3.2.1.  Initial Election.  In an election held before the first annual business meeting following the adoption of these bylaws, all voting members shall be eligible to cast ballots in elections for the offices of President, President Elect, Past-President and Secretary/Treasurer, and for nine board members who are regular members, and for two additional board members who are early-scholar members.  Elections shall be determined by a plurality of the votes cast.  In the officer elections for President, the candidate who receives the largest number of votes shall be elected for a two-year term. In the officer elections for President-Elect the candidate who receives the largest number of votes shall be elected for a three-year term. In the officer elections for Past-President and Secretary/Treasurer, the candidate for who receives the largest number of votes shall be elected for a one-year term.

In the initial election for regular members, three members shall be elected to three-year full terms, three members shall be elected to two-year terms, and three members shall be elected to one-year terms. The candidates who receive the largest number of votes shall be elected separately for the three-year, two-year, and one-year terms. In the initial election for the early-scholar members, elections will be held for a two-year term and a one-year term. The candidate who receives the largest number of votes shall be elected separately for a two-year term and a one-year term.

Section 3.2.2.  Regular Annual Elections.  Before each annual business meeting subsequent to the initial election, elections shall be held for full terms for all Board positions whose terms are ending and also to fill the remaining portions of any terms vacated by resignations or otherwise.  In elections for President Elect and Secretary/Treasurer, the candidate who receives the largest number of votes shall be elected for a three-year full term or to complete the remainder of a vacated term.  As regular and early-scholar terms end, elections shall be held for full three-year terms for regular Board member positions and for full two-year terms for early-scholar Board member positions, in each of which the candidates who receive the largest number of votes shall be elected for full terms and those receiving the next largest number of votes elected to complete any vacated partial terms.

Section 3.2.3.  Nominations and Elections Procedures.  At least six months before the first election is to be held under these bylaws, the Board shall create a three-member Nominations Committee by selecting a Society member to serve as chairperson for a two- year term and two Society members to serve one-year terms. In subsequent years, the Board shall select Nominations Committee members for two-year terms and shall fill any vacancies that occur.  The committee shall use announcements in publications, e-mails, and other means to encourage members to recommend themselves or other qualified and diverse members for officer and Board-member positions to be filled in the next election.  At least three months before the business meeting, the committee shall prepare a ballot containing one or more nominees for each position to be elected, with provision for write-in candidates. The ballots, accompanied by summaries of their qualifications of no more than 200 words submitted by candidates, shall be emailed to all members at least three months before the business meeting, with instructions that the election will remain open for one week. Ballots shall be tallied and reported by a Board-selected three-member committee whose members are not candidates in that election, and the results announced by the time of the business meeting.  Any ties in vote counts will be resolved at the business meeting by a vote using secret paper ballots.  Newly elected officers and Board members shall take office at the conclusion of the annual business meeting.

Section 3.3.  Vacancies.  If a Board member or officer is unable to serve or is absent without reasonable cause from three consecutive meetings, the Board may declare the position vacant, after giving the Board member or officer at least 10 days written notice of its intent to do so. If a Board member or officer position is vacated by resignation, death, inability to serve, or other cause, a majority of the remaining Board members, even if less than a quorum, may select a member of the Society to serve until the next annual business meeting, at which the membership shall elect an officer or Board member to serve until the end of the term of the person replaced.

Section 3.4.  Meetings.  The Board shall hold other meetings at times and places it determines, and each Board member shall receive notice at least 10 days before each regular meeting of the time, place, and proposed agenda.  A special meeting shall be held on the call of the President, the Board, or the Executive Committee, or any three Board members, with not less than 24 hours advance notice to each Board member of the time, place, and purpose; a special meeting shall act only on matters included in the notice.  A decision may be made in a meeting in which some or all Board members participate by a conference telephone or other means of remote communication by which all persons participating in the meeting may communicate with each other, provided that all participants are advised of the means of remote communication in use and the names of the participants in the meeting are divulged to all participants; such participation constitutes presence in person at the meeting.  In addition, any action required to be taken at a meeting of the Board may be taken without a meeting if a written consent stating the action is signed by all Board members entitled to vote.

Section 3.5.  Conduct of Meetings.  Except as otherwise provided in these bylaws, all decisions of the Board shall be made at a meeting attended by a quorum.  A quorum shall consist of 1/3 of the Board members then in office . No Board member may cast a vote by proxy.  Meetings may be conducted informally, but unless otherwise provided in these bylaws, any procedural disputes shall be resolved by reference to the current edition of Robert's Rules of Order.

Section 3.6.  Committees.   The Board may create such standing or ad-hoc committees as it requires and may delegate to them any of its powers, subject to the Board's power to review and revise committee decisions.  Unless otherwise determined by the Board, the President may appoint the members and designate the chairperson of each committee.

Article IV

Officers

Section 4.1.  Offices and Terms.  The officers shall consist of a President, a President Elect, a Past President, and a Secretary/Treasurer.  The President Elect and Secretary/Treasurer shall be elected for three-year terms, using the procedures defined in Section 3.2.  The President Elect advances to the position of President in the second year of the term, and to the position of Past President in the third year of the term.

Section 4.2.  Duties of Officers.  The officers shall perform the duties normally associated with their offices except as otherwise provided in these bylaws and shall perform such additional duties as are determined by the Board.

Section 4.2.1.  President, President Elect, and Past President. The President shall preside at membership, Board, and Executive Committee meetings.  If the President is unable to preside, the President Elect shall preside, and if the President Elect is unable to preside, then the Past President shall preside.  During any period of absence or disability of the President, the President Elect shall perform the duties and exercise the powers of the President.

Section 4.2.2.  Secretary/Treasurer. The Secretary/Treasurer shall be the principal custodian of all funds, shall see that accurate books of account are maintained, shall ensure compliance with government tax, reporting, and other requirements, and shall provide the membership, Board, and Executive Committee with financial reports and statements as needed.  All financial records shall be open to inspection by any director or member.  The Secretary/Treasurer shall manage funds pursuant to policies adopted by the Board and as provided in Article VI.   The Secretary/Treasurer shall be responsible for keeping a list of members with their contact information; shall keep a list of Board members and officers with their contact information and the dates when their terms end; shall ensure that notices of all membership, Board, and Executive Committee meetings are sent to those eligible to participate in them; and shall ensure the creation of accurate minutes of meetings and maintain files of approved minutes.  Membership lists and files of minutes shall be open to inspection by any Board member or member of the Society.

Section 4.3.  Executive Committee.   The officers shall constitute an Executive Committee which may exercise any powers of the Board between meetings of the Board, unless otherwise provided by law or in the articles of incorporation or these bylaws or a resolution of the Board, except that the Executive Committee cannot amend the articles of incorporation or these bylaws, cannot reverse a decision previously made by the Board, cannot select or remove an Executive Director, and cannot make or withdraw an official endorsement of the Editor-in-Chief of Agriculture and Human Values.  Except as otherwise provided in these bylaws, all decisions of the Executive Committee shall be made at a meeting attended by a quorum consisting of a majority of its members.  A decision may be made in a meeting in which some or all Executive Committee members participate by a conference telephone or other means of remote communication by which all persons participating in the meeting may communicate with each other, provided that all participants are advised of the means of remote communication in use and the names of the participants in the meeting are divulged to all participants; such participation constitutes presence in person at the meeting.  In addition, any action required to be taken at a meeting may be taken without a meeting if a written consent stating the action is signed by all Executive Committee members.  No Executive Committee member may cast a vote by proxy.

Article V

Agriculture and Human Values

Section 5.1. Agriculture and Human Values The official journal of the society is Agriculture and Human Values, which is owned and published by Springer.

Section 5.2. Endorsement of the Editor-In-Chief of Agriculture and Human Values. The society officially endorses a current society member to serve as Editor-in-Chief of the journal. The Editor-in-Chief is appointed and compensated by Springer. When the Editor-in-Chief will be leaving the role, he or she shall notify the president and Springer. The Executive Committee shall present a candidate for endorsement at the next official meeting of the society. In order to receive the official endorsement of the Society, the candidate must be a member in good standing and approved by a two-thirds vote. A motion to withdraw the official endorsement of a current Editor-in-Chief can be made by any three officers or members of the board. If the motion is approved by a two-thirds majority vote, the official endorsement will be withdrawn and the Secretary-Treasurer will communicate the withdrawal of endorsement to Springer.

Section 5.3. Appointment of Assistant Editors and Editorial Board of Agriculture and Human Values. The Editor-in-Chief appoints and releases Assistant Editors and members of the Editorial Board of Agriculture and Human Values in consultation with the Board.

Article VI

Conflict of Interest

Section 6.1.  Disclosure.  Any Board member, officer, or key employee who has an interest in a contract or other transaction presented to the Board or a committee of the Board for authorization, approval, or ratification shall make a prompt and full disclosure of his or her interest to the Board or committee prior to its acting on the contract or transaction.  This disclosure shall include any relevant and material facts known to the director, officer, or key employee about the contract or transaction that might reasonably be construed to be adverse to the corporation’s interest.

Section 6.2.  Voting.  No Board member shall vote on any contract or transaction that has a direct bearing on services to be provided by that Board member, or by any organization the Board member represents or in which the Board member has an ownership interest or is otherwise interested or affiliated, that would directly or indirectly financially benefit the director.  All such services will be fully disclosed or known to the Board members present at the meeting at which the contract or transaction is authorized.

Article VII

Finance

Section 7.1.  Acceptance of Funds.  Grants, donations, bequests, and other funds and property may be accepted from any source in conformity with the mission statement and policies adopted by the Board.

Section 7.2.  Depository Accounts.  All funds of the organization shall be placed in such depository or investment accounts as the Board may designate.  Checks must be signed by persons authorized as signers by the Board.

Section 7.3.  Payments to Board members and Officers.  There shall be no compensation for serving as an officer or Board member, but officers and Board members  may be compensated for other services to the organization and reimbursed for expenses incurred on its behalf.

Section 7.4.  Fiscal Year.  The financial records and reports of the organization shall be based on a fiscal year ending December 31.

Article VIII

Staff

Section 8.1.  Employment of Executive Director.  An Executive Director may be employed by the Board as the organization’s chief executive officer on terms agreed between the Board and the Executive Director.  Unless otherwise provided in a written agreement, the Executive Director shall serve until he or she shall resign, be unable to serve, or be removed by vote of the Board.

Section 8.2.  Duties and Powers of Executive Director.  Within policies determined by the Board, the Executive Director shall have responsibility and power to carry out or delegate day-to-day operations, which include but are not limited to the following: (a) financial operations, including preparation of budgets and management of and accounting for funds; (b) purchasing and contracting for equipment, supplies, services, and facilities; (c) hiring, defining the duties of, managing, evaluating, and dismissing other staff members; (d) managing relations with other organizations, including regulatory agencies and funding sources; (e) preparation of proposals, reports, and presentations regarding policies and activities needed by the Board;  (f) coordinating annual meeting activities; and (g) all other activities necessary to orderly operation and effective pursuit of the corporation’s goals. The Executive Director shall participate in all Board meetings unless unavailable or excluded for good cause by a two-thirds vote of the Board, but shall not be counted in determining the presence of a quorum and shall not vote.

Section 8.3.  Other Staff.  Other staff members shall be selected by the Executive Director or by persons to whom the Executive Director has delegated that power, and they shall be employed on such terms as may be found desirable for furtherance of the purposes of the corporation.

Article IX

Indemnification

Section 9.1.  Indemnification.  To the extent permitted by law, the corporation shall pay or reimburse expenses and liabilities incurred by its officers, Board members, and employees as a result of actual or threatened legal or administrative proceedings related to their service to the corporation, provided they acted in good faith in the matters giving rise to the proceedings, reasonably believed their actions to be in the best interests of the corporation, and did not knowingly violate the law, and further provided they have given prompt notice of the matters to the corporation and have given it the opportunity to provide legal counsel and to participate in resolution of the matters.  Expenses and liabilities include, but are not limited to, costs of legal counsel reasonably incurred or imposed as a result of actual or threatened proceedings, judgments and fines, and settlements reasonably entered into, regardless of whether the officer, director, or employee is still serving the corporation in that capacity at the time the expenses or liabilities are incurred.

Article X

Amendment of Articles of Incorporation or Bylaws

Section 10.1.  Amendment. The articles of incorporation or these bylaws may be amended by vote of a majority of the members present at any membership meeting attended by a quorum, provided notice of the intent to amend is provided to members at least 20 days before the meeting, including the text or a fair summary of the intended amendment.  These bylaws may be amended at any meeting of the Board by vote of a majority of the members of the Board then in office, provided the amendment has been submitted in writing to all Board members at least 10 days before the meeting, and provided the Board's action does not reverse or conflict with action taken at a membership meeting during the previous 12 months.



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