The Inter-American Photochemical Society

CONSTITUTION and BYLAWS

Article I - Name, Permanence and Location

a) The name of this Society shall be "The Inter-American Photochemical Society".

b) It is a permanent body.

c) The principal office of this Society shall be located in the City of Ottawa, in the province of Ontario, Canada.

Article II - Objectives

a) The IAPS has been established to promote and disseminate knowledge, and encourage development, of photochemistry and allied subjects throughout the Americas. (The term "Americas" herein refers to the whole of North, Central and South America, and "Americans" herein refers to residents of countries within these areas.) The scope encompasses the numerous areas related to the interdisciplinary nature of photochemistry, e.g. theoretical, photophysics, photobiochemistry, photobiology, etc.

b) Particular aims:

1) Promotion of cooperation between "American" photochemists in universities, research centres and industry through fostering national and international contacts.

2) Organization of the Inter-American Photochemical Society Conference.

3) Organization and encouragement of student chapters and of educational activities, summer schools, workshops and symposia in photochemistry on local, regional and national levels.

4) Encouragement, stimulation and co-ordination of other meetings of interest to photochemists.

5) Representation and promotion of photochemists to granting agencies and to the media and public in general.

6) Promotion of photochemical literature.

7) Cooperation with the European Photochemistry Association and other Photochemistry Associations to create a world organization.

Article III - Membership

a) Membership of the IAPS shall be open to all scientists affiliated with universities, institutes, industrial companies, scientific societies and governmental bodies who are concerned with photoprocesses. Membership is also open to scientists and organizations from countries outside the Americas.

b) Forms of membership are:

1) Individual Membership

2) Corporate membership for laboratories, institutions, industrial companies, scientific societies and governmental bodies.

c) Membership will be subject to an annual fee.

d) Membership implies compliance with the decisions and resolutions made by the Executive Committee in the name of the Society.

Article IV - Liability

The members shall not personally be liable for the contractual debts of IAPS; liability is limited to the assets of the Society.

Article V - Management

a) The management of the Society shall be vested in an Executive Committee (Board of Directors) that includes nine (9) voting members. The voting members are the three (3) elected Officers and six (6)other elected members.

b) The Society elections should be so structured that the Executive Committee always includes representation from Canada, Chemical Industry, South America, and the United States.

c) Ex-officio, nonvoting members of the Executive Committee include other Officials either appointed or elected by the Executive Committee to Offices such as Treasurer, Newsletter Editor, and Webmaster.

Article VI - Officers

The Elected Officers of the Society shall include a President, a Vice-President who is the President-Elect, and a Secretary. Treasurers, as appropriate, are elected by the Executive Committee and serve concurrently.

Article VII - Finances

a) IAPS is a nonprofit making organization.

b) The finances of IAPS shall consist of:

1) Contributions by membership fees.

2) Annual contributions from governmental bodies or scientific societies.

3) Gifts, donations and legacies.

4) Grants which may be accorded it.

5) Any other receipts from meetings organized by IAPS.

Article VIII - Society Seal

The Society shall have a seal, upon which shall be inscribed the name of the Society "Inter-American Photochemical Society".

Article IX - Bylaws

The provisions of the Constitution of the Society shall be carried out in accordance with the current Bylaws of the Society.

Article X - Amendments

a) A Proposed amendment to the Constitution of the Society, signed by at least three members of the Executive Committee or by fifty (50) members of the Society much be submitted to the Secretary at least fifteen weeks before the regular business meeting of the Society at which meeting the proposed amendment or repeal may be discussed. The Secretary shall send or cause to be sent the proposed amendment to each member within a reasonable time and at least before or with the notice of the next regular meeting. After the amendment has been discussed at a regular business meeting of the Society, the Secretary will send a letter ballot on the proposed amendment (as amended at the meeting) to all Society members; if two-thirds of the votes obtained by letter ballot are in favor of the proposed amendment, it shall be adopted provided that the repeal or amendment shall not be enforced or acted upon until Government approval has been obtained if necessary.

b) The Executive Committee is authorized to renumber articles and sections of the Constitution and Bylaws to correspond with any changes that may be made.

Article XI - Dissolution

In the event of either voluntary or involuntary dissolution of the Society, the funds or assets of the Society, remaining after discharging all just debts of the Society, or its Officers in the name of the Society, shall be distributed without encumbrances to a similar scientific body. The selection of the recipient or recipients shall be made by the majority vote of the Executive Committee in office at the time of dissolution, but in no event shall the assets be distributed to any member or members of the Society.

BYLAWS

1. Membership

1.1. Membership is open to any individual who shares the stated objectives of the Society, and who is eligible under Article III of the Constitution.

1.2. Corporate Membership is available to any laboratory, institution, industrial company, scientific society or governmental body concerned with photoprocesses that shares the stated objectives of the Society and which is eligible under Article III of the Constitution.

1.3. Application for membership shall be made in writing, on a form to be specified by the Executive Committee. The membership year shall commence July 1 and end June 30.

1.4. The Secretary will process applications for membership and will consult with the Executive Committee regarding applicants as appropriate. Membership becomes effective upon receipt of dues by the Secretary.

1.5. The dues for individual membership shall be as specified on the membership application form. Minimum membership fees for corporate bodies would be allocated on a per capita basis in accordance with the number of named individuals eligible for personal membership.

1.6. Failure to pay dues for one (1) year shall automatically terminate membership.

1.7. Membership may be terminated:

a) At the end of the membership year subject to one month's written notice to the Secretary, with the requirement that dues up to and including the year of written notice be paid.

b) At the request of the Executive Committee for just cause.

1.8. Every individual member shall have the right to vote and to hold office.

1.9. The books, accounts and records of the Society shall be open for inspection to any member of the Executive Committee at any time. Members of the Society may upon written request to the Executive Committee, inspect such books, accounts and records of the Society at such reasonable times as the Executive Committee may designate.

1.10. The Secretary will prepare or cause to be prepared by the chairman of the membership subcommittee at least one annual membership report to the Executive Committee.

2. Collections and Disbursements

2.1. Membership dues may be changed by the Executive Committee, subject to approval by the members at the next general business meeting.

2.2. The Executive Committee is authorized to determine separately a registration fee for each general meeting to cover the expenses of holding the meeting. Payment of this fee is a requirement for attendance.

2.3. A majority of the Executive Committee shall have power to authorize expenditures on behalf of the Society and may delegate, by resolution to an Officer or Officers of the Society, the right to employ and pay salaries to employees. Disbursements in excess of $500 shall be made by check signed by the Treasurer with written authorization from the President or Vice-President if the President is unavailable.

2.4. The fiscal year of the Society shall be from July 1 to June 30.

2.5. The Treasurer will prepare or cause to be prepared an annual financial report to the Executive Committee and members at the annual general meeting.

3. Duties of Officers

3.1. The President shall be chief executive officer of this Society and has the following responsibilities: shall preside at all meetings of the members and of the Executive Committee; shall have general and active management of the business of the Society; shall see that all orders and resolutions of the Executive Committee are carried out; shall execute all bonds, mortgages, and all contracts of this Society and cause or direct the affixing of the corporate seal thereto; shall submit a report of the operations of the Society for the financial year to members at the annual general meeting; and from time to time shall report to the Executive Committee all matters known to the President that may affect the Society.

3.2. The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter and shall have other duties as may, from time to time, be determined by the Executive Committee. The Vice-President shall automatically succeed to the Presidency when the office becomes vacant.

3.3. The Secretary, or a deputy appointed by the President, shall have the following responsibilites: attend all meetings of the Executive Committee and all general and special meetings of the Society and act as clerk thereof; record all votes and minutes of all proceedings; be in charge of the membership process; perform such other duties as may be prescribed by the Executive Committee or the President; and be custodian of the corporate seal and all of the books and records of the Society except as may otherwise be provided.

3.4. Contracts, documents or any instruments in writing requiring the signature of the Society, shall be signed by the President, or if indisposed, by the Vice-President, and all contracts, documents and instruments in writing so signed shall be binding upon the Society without any further authorization or formality.

4. Duties of the Executive Committee

4.1. The Board of Directors of the Society shall be called the Executive Committee.

4.2. The Executive Committee directs the IAPS.

4.3. The Executive Committee appoints delegates to congresses and meetings to which the IAPS is invited.

4.4. The Executive Committee may set up organizational rules which complete the bylaws.

4.5. The duties of the Executive Committee include in particular:

a) The achievement of the aims of IAPS as outlined in Article II of this Constitution.

b) The management of the property and business of IAPS and of the gifts and legacies left to IAPS.

c) The nomination and selection of members of the subcommittees to manage particular aspects of IAPS, including:

Annual Conference

Membership

Publications

Liaison with the European Photochemistry Association and other National or International Photochemistry Societies or related scientific societies.

Public Relations

Student Chapters

Elections

Topical subdivisions (Physical, Organic, Inorganic, Theoretical, Biochemical, Industrial, Atmospheric, Solar Energy, Spectroscopy, Photophysics, Photobiology, etc.)

Members of the Executive Committee may sit on any of the subcommittees except for the Election and Audit subcommittees.

d) The organization of the annual elections.


4.6. The Treasurers shall have charge of the funds of the Society and shall deposit them in the name of the Society in depositories designated by the Executive Committee, shall arrange for the payment of all valid Society bills and debts from Society funds, and shall make a complete and accurate report of the finances of the Society at each annual meeting of the members, or at any other time upon request, to the Executive Committee.

5. Terms of Office and Elections

5.1. The elected members of the Executive Committee shall hold office for a term of four (4) years, with each term commencing on July 1st and ending on June 30th. A Vice-President and a Secretary will be elected every 2 years. At the end of the second year in office, the Vice-President becomes the next President. Every two years the terms of half of the Board positions will expire, and those positions come available for election as well.

5.2. In the event that a seat on the Executive Committee shall become vacant, the Executive Committee shall immediately fill the vacancy for the remainder of the expired term; however no member who thus fills a vacancy in the office of Vice-President shall automatically succeed to the Presidency, but the Society shall in such event elect its next President.

5.3. The President, on or before October 1 of the second year in office, shall appoint an election subcommittee of not less than three (3) members. Neither the President nor any other member of the Executive Committee shall be a member of this subcommittee. The election subcommittee shall nominate a slate of candidates and report in writing to the Executive Committee no later than the first day of the following January. The election subcommittee's report will recommend at least one candidate per office and obtain each candidate's consent to serve if elected and a résumé for each candidate.

5.4. Any Society member can nominate another member for membership of the Executive Committee, by submitting to the Secretary, before January 1st of the election year:

a) Signatures of at least 25 members endorsing the nomination;

b) Signature of the nominee agreeing to hold office if elected;

c) Résumé of the candidate.

5.5. The serving Executive Committee may nominate Society members by a two-thirds majority vote.

5.6. The Secretary shall send or cause to be sent to the members on or before February 15 of the election year:

a) The slate of candidates nominated in accordance with paragraphs 5.3, 5.4 and 5.5 of the Bylaws.

b) The résumés of the candidates nominated.

c) A letter ballot requesting return no later than April 1 of the election year.

5.7. The election results shall be made known as quickly and efficiently as possible and by no later than the annual general meeting and the new members of the Executive Committee shall assume office as specified in paragraph 5.1 of the Bylaws.

5.8. Upon election at the first annual meeting of the members, the Executive Committee there elected shall replace the provisional directors named in the letters patent of incorporation.

5.9. A member of the Executive Committee shall automatically vacate the office

a) If the member shall resign the position by delivering a written resignation to the Secretary of the Society.

b) If at a special general meeting of members a resolution is passed by three-quarters of the members present at the meeting that the Executive Committee member be removed from office. Five percent of the members, or fifty (50), whichever is smaller, shall constitute a quorum for such a special general meeting.

6. Committees

6.1. The Executive Committee shall appoint such committees as are necessary to accomplish the purposes of the Society as outlined in Section 4.5 (c) of the Bylaws. The terms of these appointments shall not exceed the term of office of the Executive Committee making the appointment. The Executive Committee may terminate a committee at any time. Members and chairpersons may be reappointed by the incoming Executive Committee.

7. Meetings

7.1. The Society shall schedule a meeting at least once a year either at the Inter-American Photochemical Society Conference or at a specified conference related to photochemistry if there is no Inter-American Photochemical Society Conference that year. Five per cent of the members, or fifty (50), whichever is smaller, shall constitute a quorum for the transaction of business.

7.2. The time and place of the annual general meeting shall be determined by the Executive Committee.

7.3. Final notice of the annual general meeting or of any special general meeting shall be sent to each member at least thirty days before the meeting.

7.4. Each member present at a meeting shall have the right to exercise one vote.

7.5. A member may vote by proxy at any annual or special meeting. A proxy must have written authorization to cast a vote.

7.6. At all annual or special meetings of the Society, every question shall be determined by at least two-thirds of the votes cast unless otherwise specifically provided by these Bylaws.

7.7. Meetings of the Executive Committee may be called by the President, or if absent, by the Vice-President. Alternatively, two-thirds of the Executive Committee may call a meeting by written request to the President. Five members shall constitute a quorum of the Executive Committee.

7.8. A simple majority of those present shall be required to pass any motion at any meeting of the Executive Committee, unless otherwise specifically provided by these Bylaws.

7.9. Each member of the Executive Committee shall be entitled to two weeks notice of any meeting of the Committee.

7.10. The President shall, in response to a petition bearing the signatures of not fewer than twenty (20) members and requesting that the Executive Committee consider a specified question, take up the question with the Executive Committee by the most expeditious means in full consultation with the petitioners.

7.11. Whenever any notice is required to be given by the provisions of the Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notices, whether before, or after the time stated therein, shall be equivalent to the required notice.

8. Remuneration

8.1. No Officer or other member of the Executive Committee of the Society shall receive salaries or fees for services rendered.

8.2. Officers or other members of the Executive Committee of the Society shall be reimbursed for all reasonable expenses incurred in connection with their official duties.

8.3. The remuneration of any employees shall be fixed by the Executive Committee by resolution. Such resolution shall have force and effect only until the next annual or special general meeting of members when it shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such employees shall cease to be payable from the date of such meeting of the members.

9. Publications

9.1. The Society is empowered to publish such journals, abstracts, reviews, newsletters, etc., as may be authorized by a two-thirds majority vote of the Membership. Changes in the agreements which provide for the publishing of any such organ may be authorized by a majority vote of the Membership.

10. Amendments of Bylaws

10.1. The Bylaws of the Society may be repealed or amended by bylaw enacted by a majority of the Executive Committee at a meeting of the Committee and sanctioned by an affirmation vote of at least two-thirds of the members present at a meeting duly called for the purpose of considering the said bylaw, provided that the enactment, repeal or amendment of such bylaw shall not be enforced or acted upon until Govenment approval has been obtained if necessary for legal purposes.

11. Auditors

11.1. The President, in consultation with the Treasurer(s), shall appoint an Auditor to review the financial records each year and report the results at the annual meeting. Any member can request a special audit by submitting a petition containing the signatures of nineteen (19) other members.

12. Miscellaneous

12.1. The Executive Committee may prescribe such rules and regulations not inconsistent with these Bylaws relating to the management and operation of the Society as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual general meeting of the members of the Society when they shall be confirmed, and in default of confirmation at such annual meeting of the members shall at and from that time cease to have force and effect.

Last updated: 9mar98