THE SOCIETY FOR THE SCIENTIFIC STUDY OF SEXUALITY
ARTICLE I: NAME AND PURPOSES
The name of this organization is The Society for the Scientific Study of Sexuality, Inc. It is hereinafter referred to as the "Society" or "SSSS."
The purposes of the Society as stated in its certificate of incorporation are:
A. To unite persons from various disciplines such as anthropology, biology, education, history, law, medicine, psychology, sociology, and theology, who are engaged in conducting sexual research, whose profession involves issues relating to sexuality, or who are vitally concerned with sexual science;
B. To hold periodic scientific meetings for the presentation of research papers and to organize symposia, seminars, workshops, and conferences to consider all aspects of sexuality and to disseminate knowledge from current sexual science.
C. To publish a scientific journal devoted to original studies, abstracts of the relevant literature, reports, comments and book reviews; to publish a newsletter from time to time; and other appropriate publications; and
D. To create a central source of scientific sexual information for those seeking research information in the field of sexual science.
The Society also has such powers as are now or may hereafter be granted by the Membership Corporation Law of the State of New York. In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the corporation shall be used or distributed subject to the order of the Supreme Court of the State of New York as provided by law, exclusively for the purposes within those set forth in Article 2 of this certificate and within the intendment of Section 501(c) of the Internal Revenue Code of 1954 and its Regulations as the same now exist or as they may be hereafter amended from time to time.
The Society shall not adopt any practice, policy, or procedure, which would result in discrimination on the basis of race/ethnicity, color, national origin, creed, age, gender, biological sex, sexual orientation, marital status, or disability.
ARTICLE II: OFFICES
The corporate office of the Society shall be in the State of New York. The operating office of the Society shall be in such a location as to be convenient and accessible to the Executive Director. The Society may have other offices at such places within or outside the State of New York as the Board of Directors may from time to time determine.
ARTICLE III: MEMBERS AND ELECTION TO MEMBERSHIP
SECTION 1. ELIGIBILITY FOR MEMBERSHIP
Membership in the Society shall be limited to applicants who have demonstrated an active interest and competency in the scientific pursuit of knowledge pertaining to sexuality as evidenced by the fulfillment of criteria and standards hereinafter to be established by the Membership Committee. The scientific pursuit of knowledge pertaining to sexuality includes a range of academic disciplines that apply accepted academic criteria to the study of sexuality.
SECTION 2. CATEGORIES OF MEMBERS
The Society shall have nine categories of membership: charter members, fellows, members, associate members, students, developing professionals, honorary members, retired members, and sustaining members.
Charter members shall consist solely of those persons who were charter members of the predecessor organization: The Society for the Scientific Study of Sex.
Fellows shall have made outstanding contributions in the sphere of sexual knowledge. Charter members shall automatically have the status of fellows. The Board of Directors upon recommendation of the Fellows Selection Committee shall elect all other fellows.
Members shall have an advanced degree in any formal academic discipline and demonstrate an interest and competency in the scientific pursuit of knowledge pertaining to sexuality.
Associate members shall have an interest in the scientific pursuit of knowledge pertaining to sexuality and shall be professionally concerned with, or shall have made contributions to, sexual knowledge. Such individuals may be admitted as associate members on the basis of these special qualifications.
Student members must be enrolled in a college or university program and shall be sponsored by a current member. There are two categories of student membership: the student affiliate who is any full or part-time student who is "preBachelor's degree" and the student member who is any student, full or part-time, who is "postBachelor's" in a degree track program.
Developing professionals are those who have graduated with a terminal degree, and are in their 1st, 2nd, or 3rd year of post graduation. Each year the membership fee increases slightly until the graduate is paying full membership fees.
Honorary members shall be admitted on the basis of outstanding contributions to the field of sexual science. Candidates for Honorary Membership need not be members of SSSS and may be selected from the community at large. Honorary members shall be exempt from the payment of dues and admission fees.
Members may apply for retired status upon retirement from active work or upon permanent disability. This status will be awarded by a Board action upon each case.
Sustaining members shall be admitted on the basis of extraordinary financial contribution to the Society, as designated by a vote of the Board of Directors. Sustaining members shall be exempt from the payment of dues and admission fees.
Any member of the Society may apply for membership category reclassification. The Board of Directors must approve all changes.
SECTION 3. ELECTION OF MEMBERS TO THE SOCIETY
The Membership Committee is empowered by the Board of Directors, on their behalf, to examine prospective members’ application and eligibility as per section 1. Any application for membership submitted to the Society shall become the property of the Society and shall not be returned to the applicant.
SECTION 4. VOTING RIGHTS
Each member of the Society, with the exception of student affiliates, honorary members, and sustaining members (except those honorary and sustaining members who meet criteria for membership), shall be entitled to vote on each matter submitted to the membership for a vote.
SECTION 5. ETHICS
Members in all categories are expected to adhere to the established standards of professional conduct of their respective professions and to abide by any specific additions or amendments established or initiated from time to time by the Board of Directors as recommended by its Ethics Committee.
SECTION 6. TERMINATION OF MEMBERSHIP FOR NONPAYMENT OF DUES OR ASSESSMENTS
Dues are assessed for the calendar year (January 1 through December 31) and are requested by December 20 of the previous year. Any member who has not paid the dues shall be suspended from the membership and the rights associated with membership until the dues are current.
SECTION 7. RESIGNATION
Any member may resign by filing a written resignation with the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION 8. REINSTATEMENT
Upon written request signed by the former member within two (2) years of date of prior membership and filed with the Executive Director, the Board of Directors may, by the affirmative vote of a majority of the members of the Board, reinstate such former member to membership.
SECTION 9. REVOKING A MEMBERSHIP
A membership may be revoked if it is determined that an application was approved for membership and later discovered to include fraudulent or misinformation.
SECTION 10. TRANSFER OF MEMBERSHIP
Membership in the Society is not transferable or assignable.
ARTICLE IV: BUSINESS MEETING
SECTION 1. BUSINESS MEETING
A business meeting of the members shall be held for the purpose of advising the members of the activities of the Society for the past year, and for the transaction of such other business as may come before the meeting. The business meeting shall be held during the annual meeting of the Society.
SECTION 2. SPECIAL MEETING
Special meetings of the members may be called either by the President, the Board of Directors, or not less than one tenth of the members.
SECTION 3. PLACE OF MEETING
The business meeting shall be conducted in the same location as the annual meeting of the Society. Special meetings will occur at the operating office of the Society unless designated elsewhere by the board of directors.
SECTION 4. NOTICE OF MEETINGS OF MEMBERS
Written or printed notice stating the place, day, and hour of any meeting of members shall be sent to each member entitled to vote at such meeting, not less than thirty (30) days before the date of such meeting, by or at the direction of the President or persons calling the meeting. In case of a special meeting, or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice.
ARTICLE V: GOVERNANCE
SECTION 1. BOARD OF DIRECTORS
A Board of Directors shall manage the affairs of the Society. In general, the Board of Directors will be a policy-making body. The day-to-day implementation of policy and the administration of the Society for the Scientific Study of Sexuality, Inc., shall reside in the Executive Director, in close consultation with the Executive Committee.
SECTION 2. NUMBER, TENURE, AND QUALIFICATION
A. Only members of the Society shall be eligible to serve on the Board of Directors.
B. The Board of Directors shall be composed of the Society officers as designated in
Article VI, the regional presidents, the regional presidents elect, one (1) regional representative from each region,
and two (2) international representatives from the International membership and one (1) student member representative.
C. The Executive Committee shall be composed of the President, President-elect, Past President, Secretary, Treasurer and the Presidents of each Region.
SECTION 3. REGULAR MEETINGS
A regular meeting of the Board of Directors shall be held at the annual meeting. There shall be one (1) additional meeting held each year at the annual meeting of one of the regions, on a rotating basis or at a site designated by the Board of Directors.
SECTION 4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Board members. The person or persons authorized to call special meetings of the Board may designate the location of any special meeting of the Board called by them.
SECTION 5. NOTICE
Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously.
SECTION 6. QUORUM
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board provided that, if less than a majority of the Board members are present at said meeting, a majority of the Board members present may adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING
The act of the majority of the Board members present at a face-to-face or electronic meeting at which a quorum is present shall be the act of the Board members except where otherwise provided by law or by these bylaws. Any change to the Bylaws must be approved by two thirds of the Board members present (quorum) before being submitted to the membership for a vote.
SECTION 8. PROXY
When a board member cannot attend a meeting in person, participation can be maintained in the following order of priority.
A. Participation via teleconference
B. Voting on key issues by mail
C. Designation of a proxy
A proxy vote may be given to a member of the Board or elected regional officer who represents the same constituency as the person giving the proxy. For example, the Treasurer may give the proxy to a regional treasurer; a regional representative may give the proxy to another regional officer. No member of the board shall carry more than one proxy vote, that is, no one shall be able to have more than a total of 2 votes on an issue. If attendance at the meeting precludes the participation of a board member/elected regional officer in the rare event that the member/officer cannot attend the meeting then designation of a non-board member to hold a board proxy requires an E-mail vote or teleconference voice-vote of the constituency being represented approving the designation of the non-Board member. This non-Board designation must be completed no more than 10 business days prior to the Board meeting. The President must be notified of this designation at that time and then arrange for the proxy to receive all pertinent reference materials within a week, or at the same time as the Board receives the information.
SECTION 9. VACANCIES
If someone is unable to fulfill their duties serving on the Board of Directors the Nominating Committee shall be activated and make recommendations(s) to be sent to the Board of Directors. Any vacancy occurring in the Board of Directors shall be filled with approval of the Board of Directors. A Board member elected to fill a vacancy shall be elected for the unexpired term of the individual’s predecessor in office.
SECTION 10. REGIONAL REPRESENTATION AT BOARD MEETINGS.
In the case where a Regional Representative to the Board of Directors is unable to attend an official Board of Directors’ meeting, the Region may send the immediate Regional Past President in the individual’s place as a voting member.
ARTICLE VI: OFFICERS
SECTION 1. OFFICERS AND QUALIFICATIONS
The officers of the Society shall be a President, President-elect, Past President, Treasurer, Secretary and other such officers and aides as may be elected in accordance with the provisions of this article. Any given person may hold only one office in the Society at a given time. Members of the Society in all membership categories, with the exception of student affiliates, honorary members, and sustaining members (except those honorary and sustaining members who meet criteria for membership), shall be eligible for election as officers of the Society or members of the Board of Directors. An employee of the Society shall not be eligible, while employed, to hold elective office in the Society.
SECTION 2. ELECTION AND TERMS OF OFFICE
The Society officers shall be elected to serve as follows: the President shall serve a one (1) year term of office, after serving as President-elect for a one (1) year term and shall serve as Past President for a one (1) year term; the President-elect shall serve a one (1) year term; the Past President shall serve a one (1) year term; and the Treasurer and Secretary shall serve a two (2) year term, alternating the year of their election to office. The officers shall take office during the regular Annual Meeting. Each officer shall hold office until his or her successor has been installed into office. Any officer may succeed himself or herself in office for an additional term if so nominated and elected by the membership.
SECTION 3. REMOVAL
- Any officer or agent elected or appointed by the Board of Directors may be removed by a majority vote of the Board of Directors with cause, but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.
- Officers and others volunteering for the Society shall operate in a professional manner. All members shall be respected and treated respectfully. All ideas shall be considered on their merits and value to the organization. Any action that demeans the dignity of another is prohibited and may result in the removal of that member from their position.
SECTION 4. VACANCIES
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by a majority vote of the Board of Directors for the unexpired portion of the term.
SECTION 5. PRESIDENT
The President shall be the principal executive officer of the Society and shall in general supervise and administer all of the business and affairs of the Society. The President shall preside at all meetings of the Board of Directors and the business meeting. The President shall perform all duties to the office of President and the Board of Directors may prescribe such other duties as from time to time. The President shall chair the Executive Committee.
SECTION 6. PRESIDENT-ELECT
In absence of the President, or in the event of his or her inability or refusal to act, the President-elect shall perform the duties of the President and, when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President. The President-elect shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors and shall serve as a member of the Executive Committee.
SECTION 7. TREASURER
The treasurer shall perform all the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board shall determine. The Treasurer shall serve as a member of the Executive Committee and as chairperson of the Finance Committee.
SECTION 8. SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Executive Committee. The Secretary shall perform all duties incidental to the office of Secretary and other such duties as from time to time may be assigned by the President or the Board of Directors and serve as a member of the Executive Committee.
SECTION 9. PAST PRESIDENT
In the absence of the President or the President-elect or in the event of their inability or refusal to act, the Past President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Past President chairs the Nominating Committee and the Strategic Planning Committee. The Past President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors and shall serve as a member of the Executive Committee.
ARTICLE VII: REGIONS
SECTION 1. RIGHT TO GRANT
The Society for the Scientific Study of Sexuality shall be composed of regions approved by the Board of Directors. New regions may be developed for the better functioning of the Society with the approval of the Board of Directors. Proposals for reorganization require the majority vote of the membership from those petitioning for regional consideration. Current regions consist of the Eastern Region, Mid Continent Region, and Western Region.
SECTION 2. PURPOSE OF REGIONS
The purpose of a region shall be to promote the objectives and aims of the Society on a regional basis.
SECTION 3. REGULATIONS REGIONAL GOVERNANCE
A. Regions shall be governed by their respective Regional Councils in compliance with the Society Bylaws and voted upon policies and procedures of the Society. The Board of Directors shall decide all questions involving the failure of a region to comply.
B. The Regional Council shall consist of the elected officers (or those authorized to represent them in the event of illness, death, or other extenuating circumstances), chairpersons of standing committees, and the regional representative to the SSSS Board of Directors. Each council member shall have one vote.
C. Standing Committees – Each Region shall have a Nominating Committee and Budget Committee. Additional standing committees may be created at the discretion of each Regional Council.
D. Quorum- A simple majority of the total membership of the Regional Council shall constitute a voting quorum. A simple majority vote of such body in official meetings shall control the decisions of the Council.
E. Between meetings of the Regional Council, the Regional Executive Committee shall be empowered to administer the affairs of the region. The Regional Executive Committee shall consist of the elected regional officers. The Regional Council shall confirm actions, not of an emergency nature, taken by the Regional Executive Committee.
SECTION 4: REGIONAL OFFICERS
A. The officers of the Regions shall be the Regional President, the Regional President-elect, Regional Past President, Regional Secretary, Regional Treasurer, and Regional Representative. The voting members of their respective regions shall elect these officers. All officers’ terms begin at the change of officers at the annual Society meetings or at the designated time in November.
B. Succession in office shall be limited to two consecutive terms.
C. REGIONAL PRESIDENT. The Regional President shall in general supervise and administer all of the regional business and affairs of the region. The Regional President shall preside at all meetings of the regional members, the Regional Council, and Regional Executive Committee. In general, the individual shall perform all duties incidental to the office of Regional President and the Regional Council may prescribe such other reasonable duties. The Regional President serves three years on the Regional Council: one as President-elect, one as President, and one as Past President. The Regional President shall also serve on the Society’s Board of Directors and Executive Committee.
D. REGIONAL PRESIDENT-ELECT. In the absence of the Regional President or in the event of the individual’s inability or refusal to act, the Regional President-elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Regional President. The Regional President-elect shall perform such other reasonable duties that may be assigned by the Regional President or by the Regional Executive Committee. The Regional President-elect shall serve on the Regional Council, the Regional Executive Committee, and the Society’s Board of Directors.
E. REGIONAL PAST PRESIDENT. In the absence of the Regional President and Regional President-elect or in the event of their inability or refusal to act, the Past President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Regional Past President shall remain on the Regional Council and Regional Executive Committee for one year following completion of the term as President. The Past President shall chair the region’s Nominating Committee, be a member of the Society’s Nominating Committee, and shall perform other such reasonable duties as assigned by the Regional President or Regional Council.
F. REGIONAL TREASURER. The Regional Treasurer shall perform all duties incidental to the office of a treasurer and such other reasonable duties that may be assigned by the Regional President or Regional Council. The Regional Treasurer is responsible for managing the regional funds in concordance with the approved fiduciary policies of the Society and providing the proper documentation of regional income and expenses. The Regional Treasurer shall chair the Budget Committee for the region and serve as a member of the Regional Executive Committee, and the Society’s Finance Committee. The Regional Treasurer serves a two-year term.
G. REGIONAL SECRETARY. The Regional Secretary shall keep the minutes of the Regional Council and the Regional Executive Committee and any other official meetings of the region. The Regional Secretary will be custodian of the regional records and will keep a contact list of regional members that shall be furnished by the Society office. In general, the Regional Secretary will perform all duties incidental to the office of Secretary and other such reasonable duties as may be assigned by the Regional President or the Regional Council. The Regional Secretary serves a two-year term.
H. REGIONAL REPRESENTATIVE. The Regional Representative represents the region by serving as a member of the Society’s Board of Directors and the Membership Committee. In general, the Regional Representative will perform all duties incidental to the office, paying particular attention to developing the membership in the region and other such reasonable duties as may be assigned by the Regional President or the Regional Council. The Regional Representative serves a two-year term.
SECTION 5: REGIONAL ELECTIONS
A. Each Regional Nominating Committee is responsible for developing a slate of candidates for all regionally elected positions in consultation with and approval by the Regional Council. The Society’s Board of Directors will vote to approve the slate. If consensus on the nominations cannot be reached at the Council level, the conflict will be mediated by the Society’s EC Committee. If the conflict cannot be remedied through mediation with the EC, a decision will be voted on by the SSSS BOD
B. Each Regional Nominating Committee will work with the SSSS office to prepare the election ballot and distribute it to all eligible region members as per the Society’s current election procedures. (See Article IX for Election Procedures.)
SECTION 6: REGIONAL GOVERNANCE MEETINGS
A. Each Regional Council shall hold a minimum of one meeting each year and may meet at any other times deemed necessary by the Regional President or the Regional Executive Committee. The Regional Executive Committee shall meet according to need upon the call by the Regional President or by a majority of the Regional Executive Committee.
B. At the regional scientific meeting, a public business meeting of the Regional Council shall be held to which regional members will be invited. At this meeting, the President of the Region shall give a report to the membership concerning the activities of the Region.
SECTION 7: REGIONAL VACANCY
Any vacancy occurring on a Regional Council shall be filled by an appointment made by a majority vote of the Regional Executive Committee. A member appointed to fill such a vacancy shall serve for the unexpired term of his or her predecessor in office. To officially serve on the SSSS Board of Directors, the replacement appointment shall be approved by a majority vote of the SSSS Board of Directors.
SECTION 8: INTERNATIONAL
In addition, there shall be an International section composed of members and chapters (those not yet organized into regions), which, when appropriate and with the concurrence of the Board of Directors, may be organized into a region or regions.
ARTICLE VIII: LOCAL CHAPTERS
SECTION 1. RIGHT TO GRANT
The Board of Directors may upon receipt of a formal request by ten (10) or more members of the Society grant appropriate local chapters to such members, authorizing the establishment of local chapters of The Society for the Scientific Study of Sexuality, provided such recommendation is first approved by the appropriate regional council.
SECTION 2. PURPOSE OF LOCAL CHAPTERS
The purpose of a local chapter of the Society shall be to promote the objectives and aims of the Society on a local basis.
SECTION 3. RULES AND REGULATIONS
A local chapter may establish its own rules and regulations of operation provided such local policies/procedures do not violate the Bylaws of the Society and the policies/procedures of the appropriate region. Any such local policies/procedures shall be approved by the Board of Directors of the Society upon recommendation by the appropriate regional council. The Board of Directors shall decide all questions involving the failure of any local chapter to comply with the bylaws of the Society.
SECTION 4. SUSPENSION OF A CHAPTER
The Board of Directors, upon recommendation of the appropriate regional council, may vote to suspend any local chapter granted under this Article upon a majority affirmative vote.
ARTICLE IX: ELECTION PROCEDURES
SECTION 1. ELECTIONS COMMITTEE
An Elections Committee will consist of a minimum of three (3) members to oversee the elections of the Society. It will be responsible for certifying the eligibility of all ballots received, tabulating the ballots, and reporting its findings to the Board of Directors. The chair of the Elections Committee shall select the committee members.
SECTION 2. NOMINATION BY PETITION
Ten percent or more of the Society members entitled to vote for a particular office and in good standing may nominate by petition a qualified member as a candidate to serve in a specific position on the Board of Directors. The petition must be sent to the chair of the Nominating Committee. Candidates for The Society election would go to the Society Nominations Chair, the Past President; Regional petition candidates would be sent to the respective Regional Nominating Chair, Past President of the Region. A statement signed by the candidate must be filed with the completed petition stating that he or she is willing to serve if elected. A name supported by this petition must be placed on the next ballot. The petition must be submitted to the Nominating Committee no later than 30 days before the balloting date.
SECTION 3. CERTIFICATION OF CANDIDATES
The Nominating Committee shall certify a list of at least one or more nominees for each Society office and one or more nominees for International Representatives when then term of a sitting International Representative will expire that year. The Nominating Committee shall present this to the Board of Directors at its first meeting of the calendar year.
SECTION 4. POSTAL PROCEDURE
Ballots shall be provided to those members eligible to vote either through First Class mail or electronically. An appropriate system will be used to ensure secret balloting whether this occurs through the mail or electronically.
SECTION 5. REGIONAL REPRESENTATION TO THE BOARD OF DIRECTORS
In years when the term of a Regional Representative will expire, each Region shall nominate one or more names approved by their respective Regional Councils and who agree in writing to serve if elected for each vacancy, and each such slate of one or more names shall be submitted to the membership of that particular Region for election to the Board of Directors. For Directors who represent their respective Regions, succession in office shall be limited to two terms only; however, no Director shall be prohibited from being elected or appointed as an officer even though the individual has already served two terms in office as representative from a Region. Their term of office shall be two years.
SECTION 6. INTERNATIONAL REPRESENTATION TO THE BOARD OF DIRECTORS
In the years when the terms of an International Representative expire, the Board of Directors shall nominate for each vacancy one or more names from the members of the International membership, who agree in writing to serve if elected. Succession in office shall be limited to two terms only; however, no Director shall be prohibited from being elected or appointed as an officer even though the individual has already served two terms in office as International Representative. The term of office shall be three (3) years.
SECTION 7: STUDENT REPRESENTATION ON THE BOARD OF DIRECTORS
The senior student involvement Co-Chair will serve as the Student Representative to the Board of Directors. Each year, the student members will select a candidate to the position of Student Involvement Co-Chair. Co-Chairs will serve a term of two (2) years, one as junior and the other as senior chair. The Student Representative Co-Chairs will work to identify student needs, solicit and organize student volunteers, organize student activities at Society meetings and communicate student interests to the Board of Directors
SECTION 8. TIE VOTES
The Board of Directors will break any tie votes cast by a coin toss by the Society President.
ARTICLE X: COMMITTEES
SECTION 1. COMMITTEES OF BOARD MEMBERS
The Board of Directors may designate one or more committees, each of which shall consist of one or more members of the Society. To the extent provided in such resolution, a committee shall have and exercise the authority thus vested in it by the Board of Directors in the conduct of that portion of the business of the Society thus assigned to it. Committee chairs shall report progress, findings, and activities of the committee to the Executive Committee of the Society at the discretion of the Executive Committee. If the Executive Committee has not required such reports, then the committee chairperson shall make such report to the Board of Directors at its next meeting.
The Board of Directors may, in its discretion, designate itself as one or more of the committees, or if any committee has not been designated, may in its discretion, serve and take action as such committee.
SECTION 2. MEMBERSHIP COMMITTEE
The Membership Committee shall consist of not less than five (5) members of the Society. The committee shall include the Regional Representatives, one International Representative, and any other members deemed necessary by the chair.
SECTION 3. ETHICS COMMITTEE
The Board of Directors shall provide for establishment of an Ethics Committee with such powers and duties as the Board shall determine.
SECTION 4. NOMINATING COMMITTEE
The Board of Directors shall establish a Nominating Committee consisting of The Past President and two (2) members from each of the regions and two (2) International members, whose duty shall be to examine the qualifications of proposed nominees for election to office by the members. The Past President of the Society shall be the chairperson of the Nominating Committee. Each regional council shall nominate two regional members for the approval of the Board of Directors.
SECTION 5. PUBLICATIONS COMMITTEE
The Board of Directors shall establish a Publications Committee consisting of not less than five (5) members to administer the publications authorized by the Board of Directors. The Publications Committee shall have authority to recommend to the Board of Directors editors of the authorized publications and policy related to these publications.
SECTION 6. FINANCE COMMITTEE
The Executive Committee shall establish a Finance Committee consisting of not less than five (5) members of the Society, including the Treasurer of the Society (who serves as chair), the past Treasurer of the Society, the Treasurer from each of the regions and any other member deemed necessary by the Board of Directors, President, or Treasurer of the Society to serve.
SECTION 7. AWARDS AND FELLOWS COMMITTEE
The President of SSSS shall appoint an Awards and Fellows Committee consisting of not less than three (3) members representing more than one discipline, all of whom are Fellows of The Society for the Scientific Study of Sexuality. The primary function of the Awards and Fellows Committee is to evaluate and recommend to the Board of Directors potential candidates for the Fellow, the Distinguished Scientific Achievement Award, the Distinguished Service to SSSS Award, and the Public Service Award. The SSSS Awards and Fellows Committee Procedures, as updated by the Society’s Board of Directors, will guide this Committee’s actions.
SECTION 8: OTHER COMMITTEES
The Board of Directors may establish other committees of the Society.
SECTION 9. TERM OF OFFICE
Each member of a committee shall continue as such until the next annual meeting of the members of the Society and until his or her successor is appointed, unless the committee shall be previously terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
SECTION 10. CHAIRPERSON
The President shall nominate a chairperson for each committee for approval of the Board of Directors.
SECTION 11. VACANCIES
Vacancies in membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
SECTION 12. QUORUM
Unless otherwise provided, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
SECTION 13. RULES
Each committee may adopt rules for its own government consistent with the Bylaws and with the Policy Manual of the Society.
ARTICLE XI: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 1. CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
SECTION 2. CHECKS, DRAFTS, AND OTHER ORDERS OF PAYMENT
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society shall be signed by the Executive Director or the Treasurer or by the Regional President or Treasurer for regional accounts.
SECTION 3. DEPOSITS
All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Executive Director may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or device for the general purpose or for any special purpose of the Society.
ARTICLE XII: BOOKS AND RECORDS
The Society shall keep accurate and complete minutes of the proceedings of the Board of Directors, business meetings, and special meetings, and semiannual reports from committees having any of the authority of the Board of Directors, including financial records. The Society shall keep at its operating office the names and addresses of the members entitled to vote. Any member by his or her agent or attorney may inspect all books and records of the Society for any proper purpose at any reasonable time.
ARTICLE XIII: FISCAL YEAR
The fiscal year of the Society shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XIV: DUES AND ASSESSMENTS
SECTION 1. ANNUAL DUES
The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Society by members of each class. The Board of Directors shall also be empowered to levy and collect special assessments upon an affirmative vote of two thirds of the entire membership of such Board.
SECTION 2. PAYMENT OF DUES
Dues and special assessments shall be payable as determined by the Board of Directors.
SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP
When any member of any category shall be in default in the payment of dues for a period of twelve (12) months from the beginning of the period for which such dues become payable, his or her membership may thereupon be terminated in the manner provided in Article III.
ARTICLE XV: SEAL
The Board of Directors may provide for an appropriate seal that will adequately identify the Society and will serve to authenticate the execution of documents by its officers.
ARTICLE XVI: WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of the Membership Corporation Law of the State of New York or under the provisions of the articles of incorporation of the Bylaws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE XVII: EXECUTIVE DIRECTOR
The Board of Directors may employ an Executive Director. The individual will be an exofficio member, without vote, of all standing committees of the Society. The Executive Committee shall stipulate all conditions of employment, including duration of contract, salary, and others as required. The Executive Director shall be responsible to the President and to the Executive Committee of the Society.
ARTICLE XVIII: ANNUAL MEETING
SECTION 1. ANNUAL MEETING
The Society will sponsor a scientific meeting each year, and this meeting will be called the Annual Meeting.
SECTION 2. TIME AND PLACE
The Annual Meeting Policy Statement identifies the procedures for the annual meeting.
ARTICLE XIX. AMENDMENTS
SECTION 1. EFFECTIVE DATE
The Bylaws shall become effective thirty (30) days following approval by the membership.
SECTION 2. BYLAWS CHANGES
The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a majority of the votes cast by members in a mail or electronic ballot.
Approved August, 2011. Effective September 15, 2011.