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Governance Main
Bylaws of the Entomological Foundation, Inc.
Article I |
Section 1 - Principal Office.
The principal office of The Entomological Foundation, Inc. (hereinafter called the Foundation) shall be located at such place as the Board of Directors may from time to time decide.
Section 2 - Resident Agent.
The name and post office address of the resident agent of the Corporation in Maryland is the Executive Vice President of the Foundation, 9332 Annapolis Road, Lanham, MD 20706.
Section 3 - Seal.
The seal of the Foundation shall be the form of a circle and shall bear the words “The Entomological Foundation, Inc.” Corporate Seal 1991 State of Maryland.
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Article II |
Section 1 - General Powers.
The affairs of the Foundation will be managed by its Board of Directors.
Section 2 - Number, Term and Election.
 2.1: The Board of Directors shall consist of thirteen (13) Directors with ten (10) serving as a result of their election pursuant to Article II, Sections 2.2, 2.3, and 2.4, five (5) of whom are drawn from the Entomological Society of America’s membership and five (5) drawn from outside the Entomological Society of America, and three (3) serving ex-officio as set forth in Article II, Sections 2.5 and 2.6.
2.2: The ten (10) elected Directors shall serve staggered terms of three (3) years each, and until their successors are elected. Their terms shall begin with the adjournment of the annual meeting at which they are elected. A person may be elected to not more than two (2) terms, whether or not they are consecutive terms. However, a person who is elected to serve for the remainder of an unexpired term may then be elected to two (2) three (3) year terms in his/her own right.
The ten (10) elected Directors, who are not concurrently Members of the Foundation (as defined in Article IV, Section 1) (hereinafter called the Members), shall be elected by the majority vote of the Members pursuant to Article II, Section 2.4, and shall serve staggered terms of three (3) years each, with elections for three (3) Directors being held every year, with the exception of each third year when four (4) Directors shall be elected. Directors shall serve their full terms unless a Director resigns or is removed earlier as pursuant to Article II, Section 3 or Section 4. The term of each Director shall end coincident with the adjournment of the annual meeting at which her/his successor is elected. Elected Directors may serve a total of two terms and may be extended one year to maintain the rotation structure of 3/3/4 new members elected each year or to address other needs with the approval of the Board of Directors and the Members.
2.3: Entomological Society of America members who become Directors should be a mix of the following demographics: former ESA Governing Board member, Foundation Counselor, government employee, employee of an academic institution, or employee of a private company with an entomological focus. Non-Entomological Society of America members who become Directors should be representative of one or more of the following demographics: experienced investment executive; philanthropist with knowledge of potential funding sources; current or former Executive Director of a non-competing nonprofit organization with experience in administration, marketing, and/or law; youth education specialist; or a higher education curriculum development specialist.
2.4: Election to the Board of Directors shall be by the Members at the annual meeting. The names of nominees and biographical information will be presented to the Members before the meeting by the President of the Foundation with the approval of the Board. Nominations will originate from a Nominating Committee (Article VI, Section 2.1). If additional nominees for the Board of Directors are requested by the Board or Members, the Nominating Committee will make the additional nominations and present names and biographical information for each nominee to the Board of Directors for approval of the Board and presentation to the Members. If the election of Directors is not held on the day designated for the annual meeting, or at any adjournment thereof, the election will be held at a special meeting of the Members as soon thereafter as convenient.
2.5: The Executive Vice President of the Foundation and the Executive Director of the Entomological Society of America shall serve on the Board of Directors as ex-officio and without vote.
2.6: The Chair of the Board of Counselors shall serve on the Board of Directors ex-officio with all privileges of elected Directors.
2.7: The Entomological Society of America’s Vice President (or her/his Member designee) shall be invited to participate in the Board of Directors meetings.
2.8: The President will act as Chair of the Board of Directors and is elected by the Board from within the Board of Directors.
Section 3 - Vacancies on the Board of Directors.
3.1: A vacancy shall occur on the Board of Directors if a Director dies, resigns, becomes ineligible to be a Director, or is removed from office pursuant to Article II, Section 4.
3.2: Whenever a vacancy occurs, a majority of the remaining Directors, even if fewer than a majority, shall appoint a successor to serve until the end of the next annual meeting of the Members and inform the Membership of this action. The Members shall elect a successor for the remainder of the term of office from among nominees of the Nominating Committee.
Section 4 - Removal.
4.1: An elected Director may be removed from office by an affirmative vote of a majority of the Members acting at an annual or special meeting. The Board of Directors shall initiate the process and provide information to the Members at the Board’s initiative or at the request of two (2) or more Members.
4.2: Replacing a Director removed under Article II, Section 4.1, will be as pursuant of Article II, Section 2.4, but shall not be the removed person.
Section 5 - Meetings.
5.1: The Board of Directors will meet at least two times a year. One meeting of the Board will be held in conjunction with the annual meeting of the Entomological Society of America. The Board may also provide by resolution the time and place for the holding of additional meetings of the Board of Directors as pursuant to Article II, Section 6.1.
5.2: Special meetings, including cyberspace meetings, of the Board of Directors may be called by or at the request of the President or any two Directors through the Secretary of the Board of Directors. The President shall fix the method, place, and time of the meeting as pursuant to Article II, Section 6.2.
Section 6 - Notice of Meetings.
6.1: Each Director and the Entomological Society of America Vice President (or her/his Member designee) shall receive notice, either by fax, electronic e-mail, or by another form of written communication of regular meetings stated under Article IV, section 7.
6.2 Notice of any special meeting of the Board of Directors will be given at least ten (10) business days prior to the meeting as pursuant for regular meetings under Article II Section 6.1. The notice shall specify the purpose of the meeting.
Section 7 - Waiver in Writing.
Any Director may waive notice of any called meeting by execution of a written waiver to the Secretary of the Board of Directors, either by fax, electronic e-mail or by another form of written communication.
Section 8 - Waiver by Attendance.
Any Director who attends a regular or special meeting of the Board of Directors shall be deemed to have had timely and proper notice of the meeting. However, if he or she attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened in accord with these Bylaws, then the Board of Directors shall immediately hear such objection and, if sustained, shall adjourn the meeting.
Section 9 - Quorum.
No business shall be conducted at any meeting of the Board of Directors unless a quorum is present. The presence of a majority of the voting Directors constitutes a quorum for the transaction of business at any meeting of the Board of Directors unless a greater number is required by any specific provision of these Bylaws. If any voting Director departs prior to the end of a business meeting, the Directors may continue doing business without a quorum provided decisions are reached by a majority of the required quorum, unless otherwise proscribed by these bylaws.
Section 10 - Adjournment.
The Directors present at the time and place of any regular or special meeting that has been properly called on due notice, although less than a quorum, may adjourn the meeting from time to time without further notice until a quorum is present, and thereupon any business may be transacted that might have been transacted at the meeting as originally called had the same been then held. If a quorum is not initially achieved, the voting Directors present can transact no business other than adjournment. Once adjourned, the meeting can be reconvened within a stated time limit as decided by the President or the Directors who called the original meeting.
Section 11 - Voting.
At all meetings of the Board of Directors, each elected Director and the Chair of the Board of Counselors shall have one vote on each motion and means will be provided for secret ballot if called for by one (1) or more Directors.
Section 12 - Proxies.
In accordance with State of Maryland regulations, a Director or Directors may not vote by proxy.
Section 13 - Compensation.
Directors shall not receive any compensation for their services as Directors, but may be compensated for expenses on behalf of the Foundation. The Board of Directors will determine whether or not expenses incurred by guests and/or liaisons to the Board will be paid by the Foundation.
Section 14 - Manner of Acting.
14.1: Meetings. The actions of the majority of the Board of Directors present at a meeting at which a quorum is present shall constitute the actions of the Board of Directors unless specified otherwise by these Bylaws. Any or all Directors may participate in a meeting of the Board of Directors or a committee of the Board by means of conference telephone or electronic communication.
14.2: Actions Without a Meeting. Any action required or permitted to be taken by the Directors may be taken without a meeting if a unanimous written consent that sets forth the action so taken is: (1) signed by each Director; and (2) recorded within the minutes of proceedings of the Board of Directors. If there is a majority for or against an action, any voting Director may file a dissent to the action, which will be recorded in the minutes of the meeting.
14.3: Robert’s Rules of Order. The Board of Directors will follow the processes established in “Robert’s Rules of Order” (current version).
Section 15 - Presumption of Assent.
A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his or her dissent shall be recorded in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as Secretary before the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
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Article III |
Section 1 - General Powers.
The elected officers of the Foundation shall be the President, Vice President, Secretary, and Treasurer. The Board of Directors may elect such other officers as they shall deem necessary who shall have such authority and perform such duties as shall from time to time be prescribed by the Board of Directors. The only offices that can be combined are the Secretary and Treasurer.
Section 2 - Qualifications.
The Board of Directors may specify additional qualifications for officers of the Foundation.
Section 3 - Election.
Officers must be elected Directors, and shall be elected by the Board of Directors, from members of the Board of Directors, at its meeting held in conjunction with the annual meeting of the Entomological Society of America or as soon thereafter as convenient.
Section 4 - Term.
Each officer holds office for a term of one (1) year, or until his or her successor shall have been duly elected. Officers may be reelected.
Section 5 - Removal.
An officer elected by the Board of Directors may be removed by the Board of Directors by a majority vote, with or without cause, whenever, in the Board of Directors’ judgment, the best interests of the Foundation would be served thereby.
Section 6 - Vacancies.
Any vacancy in any office because of death, resignation, removal, disqualification, or any other reason may be filled by the Board of Directors for the un-expired portion of the term of office, with notification to the Members.
Section 7 - Subordinates.
All agents and employees of the Foundation shall serve at the will of the Board of Directors. With the exception of the Executive Vice President of the Foundation, no member of the Board of Directors or Board of Counselors may be employed by the Foundation.
Section 8 - President.
The President shall, subject to the general authority of the Board of Directors, supervise and control the affairs and property of the Foundation. The President shall call and preside over all meetings of the Board of Directors and Membership, provide policy guidance to the Executive Vice President, sign documents as required by law, perform all duties incident to the office of the President, and such other duties as may be prescribed by the Board of Directors from time to time.
Section 9 - Vice President.
The Vice President shall: (i) in the absence of the President perform the duties of the President, with all the powers of the President and subject to all the restrictions on the President; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and (iii) in general, perform all related Foundation duties as from time to time may be assigned to him or her by the Board of Directors.
Section 10 - Secretary.
The Secretary shall: (i) record proceedings of the corporation; (ii) give notices or cause notices to be given in accordance with the provisions of these Bylaws or as required by law; (iii) cause the seal to be affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized; (iv) keep a register of the address of each Director, which shall be furnished to the Secretary by such Directors, including e-mail address and fax number; and (v) in general perform all Foundation duties customarily assigned to, or incident to, the office of Foundation Secretary.
Section 11 - Treasurer.
The Treasurer shall: (i) have charge and custody of and be responsible for all funds of the Foundation; (ii) receive and give receipts for any money due and payable to the Foundation and deposit all such monies in the name of the Foundation in such banks, trust companies or other depositories as shall be maintained by the Foundation; (iii) disburse money on behalf of the Foundation; and (iv) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.
If requested by the Board of Directors, the Treasurer shall give a bond to be paid by the Foundation for the faithful performance of duties. The Treasurer shall annually render to the Directors, or whenever they may require it, an account of all his/her ordered transactions as Treasurer and of the financial condition of the Foundation. The treasurer may, with permission of the Board of Directors, assign duties he or she finds appropriate to theExecutive Vice President of the Foundation.
Section 12 - The Executive Vice President.
The Executive Vice President shall serve as the principal Executive Officer of the Foundation and shall, in general, supervise or carry out all of the business and affairs of the Foundation, including contracts, except where the execution thereof shall be delegated by the Board of Directors or by these Bylaws or by statute, and to perform all other duties as may be prescribed by the Board of Directors from time to time. The salary, employment conditions, responsibility, and authority of the Executive Vice President shall be determined by the Board of Directors of the Foundation and stated in the employment agreement.
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Article IV |
Section 1 - Classes of Membership.
The Foundation will have one class of Members, which shall consist of all of the members of the Entomological Society of America Executive Committee.
Section 2 - Responsibilities and Duties of Members.
The Members shall: support the goals of the Foundation through cooperation and support of the Board of Directors and the Board of Counselors; respond in a timely and thoughtful manner to the needs of the Foundation as communicated by the Board of Directors; represent the Foundation in a positive and professional light at all times; and conduct elections and other duties as specified in these bylaws.
Section 3 - Voting Rights.
Each Member is entitled to one vote on each motion submitted to a vote of the Members.
Section 4 - Transfer of Membership.
Membership in the Foundation is not transferable or assignable.
Section 5 - Annual Meeting.
5.1: An annual meeting of the Members will be held in conjunction with the annual meeting of the Entomological Society of America, at such time and place as agreed upon by the Board of Directors and the Members.
5.2: At the annual meeting, the Members shall receive an annual report of the Board of Directors from the President, elect the Directors of the Board, and transact such other Foundation business as may come before the meeting.
Section 6 - Special Meetings.
Special meetings of the Members, including cyberspace meetings, may be called by the President or the Secretary of the Board of Directors provided the Secretary has received the written request of Members entitled to cast at least twenty-five (25) percent of all the votes entitled to be cast at the meeting. The President or his/her designee will preside over the meeting.
If the President is unable to preside and does not designate a person to preside over the meeting, the Members will select an individual to preside over the meeting. Any Foundation business action required or permitted to be taken at a special meeting of the Members, may be taken if the following is filed in the minutes of the meetings: a written consent that sets forth the action and is signed by a majority of the Members entitled to vote on the matter. If such a meeting is called, the Board of Directors are to be notified of the place and reason of such a meeting. Notice of such a meeting shall be as pursuant to Article II, Sections 6 and 7, for Board of Directors. All minutes or records of any corporate business by the Members may be inspected as pursuant under Article VII, Section 3.2. These rules apply to special meetings called for the purpose of conducting specific business associated with the Foundation and not to unofficial discussions or caucuses by the Members.
Section 7 - Notice and Place of Meetings.
The President of the Foundation in consultation with the Foundation Members may designate a meeting place for any annual or special meeting of the Foundation Members. Notice stating the method, place, day, and hour of any meeting of the Members will be delivered by the Secretary of the Board of Directors, either by fax, electronic e-mail or by another form of written communication to each Member. Delivery of such notice will be not less than ten (10) business days nor more than fifty (50) calendar days before the date of the meeting, by or at the direction of the President, or the Secretary, or the officers calling the meeting.
In case of a special meeting, the purpose or purposes for which the meeting is called will be stated in the notice. If mailed, the notice of a meeting will be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her mailing address as it appears on the records of the Foundation, or if by electronic communication with indication that the notice was sent. If the majority of the Foundation Members are already present at the designated meeting site, and they verbally consent to holding a meeting, such meeting will be valid without call or notice, and at such meeting any Foundation action may be taken.
Section 8 - Quorum.
A majority of all Members shall constitute a quorum at any meeting of the Members.
Section 9 - Proxies.
Members may not vote by proxy.
Section 10 - Manner of Acting.
The Members will follow the processes established in “Robert’s Rules of Order” (current version).
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Article V |
Section 1 - Duties.
The Board of Counselors shall assist the Board of Directors in various activities, focusing particularly on fund raising.
Section 2 - Election.
The Board of Directors of the Foundation may, by majority vote, elect as many individuals as it deems desirable to serve on the Board of Counselors with a minimum of ten (10) Counselors, of which two (2) are from each Branch of the Entomological Society of America. Individual terms of the Board of Counselors shall be five (5) years. Counselors may be reelected.
Section 3 - Chair.
3.1: The Board of Counselors shall nominate two (2) or more Counselors to serve as Chair of the Board of Counselors to the Board of Directors. The Board of Directors will choose a Chair at its annual meeting. The Chair will serve a single three (3) year term. The term shall begin with the adjournment of the annual meeting at which he/she was elected. The Chair shall preside at all meetings of the Board of Counselors and serve ex-officio as a Director of the Foundation as pursuant of Article II. Section 2.6.
3.2: In the event the Chair resigns or can no longer serve as Chair of the Counselors, the President shall appoint a Counselor to assume as Chair until a new Chair is elected at the next annual meeting of the Board of Directors. Filling a vacancy of the Chair until the next annual meeting does not constitute a term of office.
Section 4 - Meeting.
4.1: The Counselors shall hold their annual meeting in conjunction with the annual meeting of the Entomological Society of America.
4.2: Meetings of the Counselors shall be called by the Chair or the President. Notice shall be given to Counselors in a manner identical to that given Directors as pursuant in Article II, Section 6.1. Special cyberspace or e-mail meetings may be called by the Chair as pursuant in Article II, Section 6.2.
Section 5 - Quorum.
The Counselors attending the annual meeting or participating in a cyberspace vote shall constitute a quorum, and the act of the majority of Counselors participating shall be the act of the Board of Counselors.
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Article VI |
Section 1 - Executive Committee.
The Officers of the Foundation will constitute the Executive Committee and shall act under expressed authority of the Board on specified matters and may undertake decisions on behalf of the Board in emergency or confidential matters.
Section 2 - Nominating Committees.
2.1: Two (2) Directors selected by the Board and two (2) Members selected by the Members will serve as a Nominating Committee for the Board of Directors. A Chair shall be appointed from among these four (4) by the President. The Committee will present the name of candidates for the Board to the President.
2.2: The Board of Directors shall act as the Nominating Committee for officers of the Foundation.
Section 3 - Other Committees.
3.1: The President or Board of Directors may appoint one or more other committees consisting of not fewer than two (2) persons with one person being a designated Chair.
3.2: Appointees to committees need not necessarily be from the Board of Directors.
Section 4 - Term.
Committees and committee members shall serve for a term set at the time of appointment.
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Article VII |
Section 1 - Fiscal Matters.
The Board of Directors may authorize any officer(s), or the Executive Vice President of the Foundation, or agent(s), to deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 2 - Fiscal Year.
The fiscal year of the Foundation shall begin on the first day of July and end on the thirtieth day of June of each year.
Section 3 - Books and Records.
3.1: The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the Board of Director’s meetings and other proceedings as ordered by the Board of Directors. Copies of the minutes (and other proceedings) shall include all written communication, conference calls, or cyberspace deliberations (including committees having any of the authority on behalf of the Board of Directors). The Foundation shall keep at the registered or principal office a record giving the names, telephone numbers, and addresses of the Board of Directors and the officers of the Foundation.
3.2: All books and records of the Foundation may be inspected after a joint resolution of the Officers of the Board of Directors and the Members for any proper purpose at any reasonable time.
3.3: The Treasurer and Executive Vice President shall ensure that adequate internal controls are in place to avoid inappropriate or misuse of funds.
Section 4 - Annual Audit.
The Treasurer will arrange with the Foundation Executive Vice President to have an annual complete audit of the Foundation’s financial records in accordance with generally accepted accounting practices.
Section 5 - Checks, Deposits, and Withdrawals.
ll funds received by the Foundation and not otherwise employed shall be deposited to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select, and shall be subject to withdrawal on written order of the Treasurer or Executive Vice President. All checks, drafts or other orders for the payment of money, notes and other evidences of indebtedness issued in the name of the Foundation shall be signed by the Executive Vice President with oversight by the Treasurer. If the Executive Vice President is not able to sign, the Treasurer can sign with oversight by the President.
Section 6 - Indemnification.
The Foundation shall have Directors and Officers Liability Insurance. All Foundation Directors, officers, committee members, Board of Counselors, employees and other agents of the Foundation shall be indemnified by the Foundation against liabilities, expenses, counsel fees and costs reasonably incurred in connection with or arising out of any pending or threatened action, suit, proceeding, or claim, in which he or she is a party and which is brought or asserted against him or her by reason of his or her position with or actions on behalf of the Foundation, to the extent and in the manner permitted by the Maryland General Corporation Law.
Section 7 - Bonds.
The Board of Directors may require any officer, agent, or employee of the Foundation to give a bond, premiums to be paid by the Foundation, conditioned upon the faithful discharge of these duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.
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Article VIII |
Amendments to the Bylaws may be proposed by a 2/3 vote of either the Board of Directors or the Members and will be implemented if confirmed by a 2/3 vote of the non-proposing group.
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This revision of the Foundation’s Bylaws was approved by the Board of Directors on September 6, 2002 and by the Members on September 16, 2002.
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