By-laws

Share this
Printer-friendly version

Society for Research on Adolescence

Published on Society for Research on Adolescence (http://www.s-r-a.org)

By-laws

The following are the by-laws of the Society for Research on Adolescence as of September 23, 2013.

Article I. Name

The name of the corporation is the Society for Research on Adolescence (the “Society” or the “corporation”).

Article II. Purpose

The purposes of this multidisciplinary Society are:

  1. to promote the understanding of adolescence through research and dissemination;
  2. to provide a forum for faculty, scientists, professionals, and student researchers interested in adolescence; and
  3. to do such things and to perform such acts to accomplish its purposes as the Council Members may determine to be appropriate and as are not forbidden by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (the “Code”), with all the powers conferred on not-for-profit corporations under the laws of the State of New York

Article III. Not-For-Profit Corporation

The corporation shall be organized and operated exclusively for charitable, educational, religious, literary or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.  No Council Member or Member of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the corporation shall inure to the benefit of any Council Member, Member, director, officer or any private shareholder or individual.  No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.

Article IV. Principal Office

The principal office of the Society shall be determined from time to time by the Council of the Society.

Article V.  Membership

  1. Categories of Membership.  The membership of the Society shall consist of Regular Members, New Professional Members, Emeritus Members, and Student Members. Any individual who researches adolescent development shall be eligible for membership. In addition, professionals interested in research on adolescence are eligible for membership.
    1. Regular Members are those individuals who have received their terminal degree more than five years ago.
    2. New Professional Members are those individuals who have graduated from their respective programs of study within the last five years.
    3. Emeritus Members are individuals who have retired but wish to keep an active membership in the Society.
    4. Emerging Nations Members are residents of developing nations as defined by the World Bank.
    5. Student Members are students enrolled in undergraduate or graduate study. 
  2. Membership Vote.  On all matters calling for action by the Membership of the Society, each Member (Regular, New Professional, Emeritus, and Student Member and Emerging Nations)) shall have one vote. No Member may vote by proxy. All issues requiring a vote of the Membership shall be completed at the business meeting of the Biennial Meeting or via electronic and/or mail ballot as deemed appropriate by the Council.
  3. Membership Terms.  Full Members have no term limits. The terms of New Professional Members may not exceed five years of Membership in this category.  Emeritus Members have no term limits.  Student Members may serve for terms of 1 year, renewable until they are granted a degree.

Article VI. Executive Council

  1. Powers of the Executive Council.  The business and affairs of the Society shall be managed by the Executive Council which is the governing body of the Society.  The Executive Council shall have charge, control and management of the business, property, personnel, affairs and funds of the Society and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(3) of the Code not inconsistent with these by-laws, the Certificate of Incorporation or the laws of the State of New York. The Council shall meet as often as necessary to conduct the business of the Society but no less frequently than annually.
  2. Executive Council Members.  The Council shall consist of ten (10) Executive Council Members, consisting of the following.  The Officers of the Society shall be Executive Council Members and shall serve for the term of their office. The Society's Membership shall elect four members‑at‑large to the Executive Council, each of whom shall serve on the Executive Council for a four year term. Two of the members‑at‑large shall be chosen before each Biennial Meeting so that two individuals serve overlapping terms. The appointed Executive Council Member-at-large shall be appointed by the Council to serve a four year term. The Executive Council shall also include an International Representative elected by the Society's Membership for a four year term. Candidates for International Representative must have permanent resident status outside the United States. The International Representative is responsible for specific duties unique to this position in addition to the obligations of an Executive Council Member. Non-U.S. citizens may also be elected or appointed as Executive Council Members-at-large. Executive Council Members-at-large and the International Representative can serve no more than two consecutive terms on the Executive Council. The Executive Council shall also include a voting student representative and an alternate student representative. The term of the student representative and alternate shall be four (4) year terms, with one being elected every two years to fill the four year position.  Elected representatives will serve their first two years as alternate student representative, followed by two years as voting student representative. In this way, the two student representatives will overlap their terms to facilitate continuity of service. The student representative and alternate shall attend council meetings. Student representatives shall be permitted to complete the two year term of office even if they finish graduate studies before the term expires.
  3. Quorum and Voting Requirements.  A majority of the Council Members then in office and a majority of any committee constitutes a quorum for the transaction of business.  The vote of a majority of the Council Members present at any meeting at which there is a quorum shall be the acts of the Council or committee, respectively, except as a larger vote may be required by the laws of the State of New York, these by-laws or the Certificate of Incorporation.
  4. Removal of Executive Council Members. Members may be removed by majority vote of Executive Council.
  5. Vacancies. The Executive Council may appoint a Regular Member to fill vacancies that occur mid-term. The appointment requires a majority vote of the Executive Council.
  6. Action Without a Meeting.  Any action required or permitted at any meeting of the Council or committee thereof, may be taken without a meeting, without prior notice and without a vote, if all of the Executive Council Members entitled to vote consent in writing.  Said written consents shall be effective upon receipt by the corporation and shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes. 
  7. Participation in Meeting by Remote Communication.  A member of the Executive Council or of a committee may participate in a meeting by conference call or similar communications equipment by means of which all persons participating in the meeting can hear one another.  Participation in a meeting in this manner constitutes presence in person at the meeting.
  8. Compensation.  Members of the Executive Council shall receive no compensation for their services on the Executive Council.  The preceding shall not, however, prevent the corporation from providing reasonable compensation to an Executive Council Member for services which are beyond the scope of her or her duties as an Executive Council Member or from reimbursing any Executive Council Member for reasonable expenses actually and necessarily incurred in the performance of his or her duties as an Executive Council Member.

Article VII. Officers

The Officers of the Society shall be a President, a President‑Elect, and a Past President (all of whom are voting members of the Executive Council).  The President shall serve for a two year term.  The President‑Elect shall serve for a two years, and shall then serve as President for two more years. Past‑Presidents shall serve for two additional years following their tenure as President.

Article VIII. Nominations Elections, and Appointments

  1. Election of Officers. The President‑Elect, Elected  Members-at-large of the Executive Council, International Representative to Executive Council, Student Representative and Alternate Student Representative shall be elected by the Members of the Society via electronic and/or mail ballot using a simple ranking system. The person(s) receiving the highest ranking is elected.
  2. Officers and Executive Council Members.  The new officers and Executive Council members shall assume their offices at the end of the Biennial Meeting of the Society held in the year in which they are elected. Officers and Members who are appointed to office to fill a vacancy in the Executive Council Membership shall assume their offices immediately upon appointment [and shall serve for the remainder of the vacating Officer or Executive Council Member]. correct
  3. Nominations Committee.  The Nominations Committee shall solicit suggestions for nominations electronically or by mail from the Membership for the offices of President‑Elect, elected Executive Council Members-at-large, and Student Representatives to the Executive Council. The Nominations Committee shall select the final slate of candidates. This selection shall be guided by the suggestions of the Membership and any policy guidelines as may be set down by the Executive Council. Selections should reflect the diversity of interests and backgrounds of the Membership and the goals of the Society. In every third election, the ballot for President will be limited to individuals whose primary discipline is not in psychology. The Nominations Committee shall ascertain the willingness of the nominees to serve if elected. The election ballot shall contain the names of at least two nominees for each position, as well as spaces for write-in candidates. The Nominations Committee shall submit the slate of candidates to the Executive Office of the Society who will conduct the election electronically or by mail in accord with any policy guidelines as may be set down by the Executive Council.
  4. Appointed Executive Council Member-at-Large. A new appointed Executive Council Member-at-large shall be appointed every four (4) years. This shall be done following the election of other Executive Council Members and prior to the Biennial Meeting of the Society held that year. This appointment shall be made by a vote of the Executive Council Members. The Executive Council shall seek to appoint a person to this position in order to provide representation to diverse groups within the Membership that have not achieved representation on the Executive Council through this or recent prior elections. The appointed Executive Council Member‑at‑large shall assume office at the end of the Biennial Meeting.
  5. President Recommendation.  Unless otherwise specified in these articles, the President may recommend the appointment of individuals to specific posts. Such appointments are subject to approval of the Executive Council.

Article IX. Meetings

  1. Biennial Meetings.  The Society shall meet biennially to conduct its business and affairs in furtherance of its purposes.  At the Biennial Meetings of the Society, there shall be a business meeting at which the Officers and the Executive Council report to the Society and respond to questions from the Membership.
  2. Special Meetings.  Special business meetings of the Society shall be held at any time upon call of Executive Council or upon the call of one‑fifth of the voting Members of the Society. The Executive Council shall determine the time and place of such meetings.
  3. Notice.  Written notice of all regular or special meetings of the Society shall be distributed electronically or mailed to each Member of the Society no fewer than thirty (30) days before such meetings.  All notices for a special meeting shall state the purpose of the meeting and the business to be conducted.
  4. Executive Council Meetings.  The Executive Council of the Society shall meet at least once a year at the time of the Biennial meeting of the Society and at the time of the Biennial meeting of the Society for Research in Child Development, or at other appropriate times. The President, Executive Office, and the Chairpersons of all standing committees shall report in writing to the Executive Council annually.

Article X. Committees

  1. Appointment of Committees.  The President, in consultation with the Executive Council, may establish such standing and ad-hoc committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees.  In keeping with the goals of the Society to encourage diversity in interests and backgrounds of the Membership and governing officials, ad hoc and standing committees should make every attempt to include Members of different backgrounds and experiences. All committees of the Society should include a student member.
  2. Standing Committees.  The Standing Committees of the Society shall be the Finance Committee, the Program Committee, the Membership Committee, the Publications Committee, the Nominations Committee, and the Awards Committee. The President, in consultation with the Executive Council shall appoint the chairperson of all standing committees, including appointments to fill any vacancy. 
    1. The Finance Committee shall be responsible for annual review and oversight of the financial concerns of the Society. The committee shall make recommendations to the Executive Council on investment of Society assets, and the accrual of revenues (e.g., membership dues). The Finance Committee shall consist of a member of the Executive Council, and at least one other person.
    2. The Program Committee shall be responsible for the planning and conduct of the Society's Biennial Meeting within such policy guidelines as may be adopted by the Executive Council. The Program Committee shall consist of at least three members approved by the Executive Council upon recommendation of the President. The President will appoint the Program Chair or Co-Chairs. Subcommittees will be appointed as deemed necessary to conduct the Biennial Meeting. The Program Committee generally includes the President, the Program Chair (or Co-Chairs) of the meeting to be held next as well as the just-past meeting and the meeting two years hence. The Program Committee issues meeting announcements, the call for papers, and the program for the meeting in advance of the meeting in collaboration with the Executive Office.
    3. The Membership Committee shall be responsible for activities related to membership within such guidelines as may be set down by the Executive Council. The Membership Committee shall consist of at least three members approved by Executive Council upon the recommendation of the President.
    4. The Publications Committee shall be responsible for the planning and conduct of the Society's Publication Program within such guidelines as may be set down by Executive Council. The Committee is responsible for reviewing existing publications, evaluation of proposals for major modifications in a publication and for establishment of a new publication. In addition, the Committee shall be responsible for working with the publisher of the journal. The Publications Committee shall consist of at least three members approved by Executive Council upon recommendation of the President.
    5. The Nominations Committee shall be responsible for soliciting nominations and approving a slate of candidates for the Society's elected offices. The Nominations Committee shall consist of two Executive Council members and two members of the Society approved by Executive Council upon recommendation of the President. The Past‑President shall serve as chairperson of the Committee. The term of all members of this committee shall be two years.
    6. The Awards Committee shall be responsible for the selection and dispersal of the awards of the Society. The committee is responsible for soliciting nominations for awards through the Society newsletter or other appropriate media. The Awards Committee shall consist of the chairperson and at least three members approved by Executive Council upon recommendation of the President. 
    7. The Chairperson of each committee is responsible for providing annual reports of the year's activities to the Executive Office for inclusion in the Executive Council Briefing Book. The Executive Office will maintain rosters of committee members with date of member's appointment. Chairs will also maintain records of activities and process to be forwarded to the next chair at the end of the chair's term.
  3. Ad-hoc Committees.  The President, in consultation with the Executive Council, may appoint such ad-hoc committees as are needed from time to time to facilitate the functions of the Society.
  4. Committee Chairpersons.  The President shall appoint, in consultation with the Executive Council, the Chairperson for each committee, including as necessary to fill a vacancy in the position. The committee Chairpersons shall serve for a term of two (2) years. 

Article XI.  Conflicts of Interest.

The corporation may enter into a contract directly or indirectly with a Executive Council Member for the provision of goods or services to the corporation, if such contract is in the best interest of the corporation and on fair and reasonable terms and if the Executive Council Member’s interest is disclosed or known to the Executive Council and the contract is authorized by a vote of the Executive Council sufficient for the purpose without counting the vote of any interested Executive Council Member. Each member of Executive Council will receive and be required to acknowledge receipt of the SRA Conflict of Interest Policy.

Article XII. Dues

The Executive Council, by majority vote, shall determine annual dues and assessments of any special dues. The Executive Council shall notify the Membership of the Society of any changes in dues or assessments in timely fashion.

Article XIII. Amendments

These by-laws may be amended by a majority vote of the Membership via electronic and/or mail ballot or by voice vote held during the business meeting of the Biennial Meeting. It is necessary that each proposed amendment has been first either presented and read at the preceding business meeting or published on the website or in the newsletter of the Society at least two months prior to final vote.

Amendments may be proposed by Executive Council or by a petition of at least ten percent of the voting Membership of the Society.

Article XIV. Dissolution

Upon the dissolution of the corporation, the Executive Council shall, after paying or making provisions for payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes or shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Code, the Executive Council shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the Executive Office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article XV. Miscellaneous

  1. Fiscal Year. The fiscal year of the corporation shall begin on July 1 of each year and end on June 30 of each year.
  2. Loans.  No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless first approved by the Executive Council.  No loan shall be granted to an Officer or Executive Council Member of the corporation.
  3. General Liability.  No Executive Council Member, director, officer, committee member, or employee of this corporation or any other person shall contract or incur any debts on behalf of the corporation other than in the regular course of employment, or in any way render the corporation liable unless expressly authorized by the Executive Council.  No Executive Council Member, officer, committee member or employee of the corporation is authorized to promise moral or financial support of any charitable or other objective on behalf of the corporation without the express approval of the Executive Council.
  4. Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Executive Council may select.
  5. Maintenance of Records.  The corporation shall keep correct and complete books and records of account and other records of the activities of the corporation as may be appropriate.  All such records shall be open to inspection upon the request of any Executive Council Member.

Approved by vote of SRA Membership 9/23/2013.