|
PACIFIC COAST ENTOMOLOGICAL SOCIETY
Organized 15 August 1901
ARTICLES OF INCORPORATION
Know all men by these presents:
That we, the undersigned, do hereby voluntarily
associate ourselves together for the purpose of forming a nonprofit corporation
under the laws of the State of California, and we hereby certify that:
First.- The name of this corporation shall
be the Pacific Coast Entomological Society.
Second.- The purposes for which this corporation
is formed are to promote, sponsor, foster, and stimulate research in the
field of entomology; to provide facilities and opportunities for research
and analysis of any and all phases of entomology by lectures, forums, discussions,
symposia, and analyses; to publish books, pamphlets, monographs, and in
general to disseminate information about entomology and the results of
entomological research; to accumulate and record historical facts and materials
relating to entomology in general; to give, grant, and sponsor the granting
of fellowships and awards for study or research in the field of entomology;
and research in entomology between the members of this corporation and
scientists and entomologists throughout the world. To do any and all things
necessary, suitable, convenient, or proper for or in connection with or
incidental to the accomplishment of any of the purposes, or the attainment
of any one or more of the objects herein enumerated or designed, directly
or indirectly to promote the interests of this corporation, and to do any
and all things and to exercise any and all powers which may now or hereafter
be lawful for this corporation to do or to exercise under the laws of the
State of California; provided, however that this corporation is and shall
be a corporation which does not contemplate pecuniary gain or profits to
the members thereof. No part of the net earnings of this corporation shall
inure to the benefit of any member whatsoever, and no part of the activities
of this corporation shall be or constitute carrying on propaganda or otherwise
attempting to influence legislation.
Third.- The county in the State of California
where the principal office for the transaction of the business of this
corporation is to be located is the City and County of San Francisco.
Fourth.- The number of this corporation's
directors who shall be known as the members of the Executive Board of this
corporation is eleven (11), and the names and addresses of the persons
who are to act in the capacity of members of the Executive Board until
election of their successors are:
E. Gorton Linsley, University of California, Berkeley
H. M. Armitage, State Dept. of Agriculture, San Francisco
Peter C. Ting, State Dept. of Agriculture, San Francisco
E. R. Leach, 217 Hillside Avenue, Piedmont, California
R. L. Usinger, University of California, Berkeley
E. 0. Essig, University of California, Berkeley
Gordon F. Ferris, Stanford University, California
Edward S. Ross, California Acad. of Sciences, San Francisco
Carl S. Duncan, San Jose State College, California
The number of members of the Executive
Board may be changed from time to time by the bylaws duly adopted; provided,
however, that the number of the members of the Executive Board shall not
be less than three (3).
Fifth.- The authorized number and qualifications
of the members of this corporation, the different classes of membership,
if any, the property, voting, and other rights and privileges of each class
of membership, and the liability of each and all classes of members to
dues and assessments, and the method of collection thereof, shall be as
set forth in the bylaws of this corporation.
Sixth.- The name of the existing unincorporated
association which is hereby being incorporated is Pacific Coast Entomological
Society.
Seventh.- The property of this corporation
is irrevocably dedicated to educational and scientific purposes and no
part of net income or assets of this organization shall ever enure to the
benefit of any director, officer, or member thereof or to the benefit of
any private persons. Upon dissolution or winding up of the corporation,
its assets, remaining after payment of, or provisions for payment of, all
debts and liabilities of this corporation, shall be distributed to the
California Academy of Sciences, located in San Francisco, California, a
nonprofit corporation which has established its tax-exempt status under
Section 501(c)(3) of the Internal Revenue Code of 1954. In the event the
Academy or any successor organization is not in existence or is not tax-exempt
under section 501(c)(3), distribution shall be made to a nonprofit fund,
foundation, or corporation which has established its tax-exempt status
under Section 501(c)(3) of the Internal Revenue Code of 1954. If this corporation
holds any assets in trust, or the corporation is formed for charitable
purposes, such assets shall be disposed of in such a manner as may be directed
by decree of the superior court of the city in which the corporation has
its principal office, upon petition therefore by the Attorney General or
by a person concerned in the liquidation, in a proceeding to which the
Attorney General is a party. In Witness Whereof, the president and secretary
of the Pacific Coast Entomological Society, an existing unincorporated
association, have hereunto set their hands this 28th day of August, 1940.
E. Gorton Linsley
President of Pacific Coast Entomological Society, an Existing Unincorporated
Association
Peter C. Ting
Secretary of Pacific Coast Entomological Society, an Existing Unincorporated
Association
Endorsed and filed in the office of the Secretary of State of the State
of California, 11 September 1940.
Paul Peek, Secretary of State
By Chas. J. Hagerty, Deputy
|
BYLAWS
Incorporating Amendments dated 16 February 1951; 28 November 1953; 29
October 1955; 15 February 1963; 12 November 1965; 15 October 197 1; 19
December 1975; 19 January 1979; 16 November 1979; 14 December 1990.,
ARTICLE I
Offices
Section 1. The principal office for the
transaction of the purposes of the corporation is hereby fixed at the California
Academy of Sciences, Golden Gate Park, in the City and County of San Francisco,
State of California. The Executive Board is hereby granted power and authority
to change said principal office from one location to another in said county.
ARTICLE II
Executive Board
Section 1. Subject to the limitations
of the Articles of Incorporation, the Bylaws, and the laws of the State
of California, all corporate powers shall be exercised under the authority
of the board of directors who shall be known as and who are herein designated
as the members of the Executive Board of the corporation. Without prejudice
to such general powers, but subject to the same limitations, it is hereby
expressly declared that the Executive Board shall have the following powers:
First: to select or remove all other officers, agents, and employees
of the corporation, prescribe such powers and duties for them as may not
be inconsistent with law, with the Articles of Incorporation, or Bylaws,
fix their compensation and require from them security for faithful service.
Second: To make such rules and regulations in respect to the
management of the affairs of the corporation not inconsistent with law,
with the Articles of Incorporation, or Bylaws, as they deem best.
The action of the members of the Executive Board shall be subject to
the holders of the membership of the Society and none of its acts shall
conflict with action authorized by such membership.
Sec. 2. The authorized number of members
of the Executive Board shall be eleven (11) until changed by an amendment
of the Articles of Incorporation or by an amendment of this section as
provided by law.
Sec. 3. The Executive Board members shall
consist of the chairpersons of standing committees, the officers of the
Society, and the editors of The Pan-Pacific Entomologist. In the event
that one person holds two or more of the above positions, additional members-at-large
shall be elected in the same manner as the regular elective officers, to
fill the Executive Board of eleven (11) members. The members of the Executive
Board who shall be officers of the Society shall serve until the next annual
meeting of the members of the Society, and until their successors are duly
elected and qualified. The members of the Executive Board who serve as
such because of their positions as chairpersons of the standing committees
shall serve until their successors have been appointed by the president
and confirmed by the Executive Board, and have qualified.
Sec. 4. Meetings of the members of the Executive
Board for any purpose or purposes shall be called at any time by the president,
or if he is absent, unable or refuses to act, by any three (3) members
of the Executive Board. Notice of the time and place of any such meetings
shall be given so that it will be delivered to the Board members or to
their addresses at least twenty-four (24) hours prior to the time fixed
for such meetings but preferably seven (7) days or more in advance.
Sec. 5. The Executive Board shall fill, by
appointments, any vacancies occurring in any elective office between annual
election.
Sec. 6. At least six (6) members of the Executive
Board shall be necessary to constitute a quorum for the transaction of
business. Every act or decision done or made by a majority of the members
of the Executive Board shall be the act of the Executive Board unless a
greater number be required by law or by the Articles of Incorporation.
ARTICLE III
Officers
Section 1. The officers of the Society
shall be a president, president-elect, managing secretary, recording secretary,
and treasurer.
Sec. 2. At the last regular meeting prior
to the annual meeting, a nominating committee of at least three members
shall be appointed by the president from among those members who are not
holding any elective office at the time and who did not serve on the nominating
committee of the previous year. It shall be the duty of this committee
to nominate candidates for the offices to be filled at the annual meeting.
Nominations may likewise be made from the floor.
Sec. 3. The president, president-elect, managing
secretary, recording secretary, and treasurer shall be elected by a majority
of the members present at the annual meeting to serve for one (1) year,
their term in office beginning with the close of the annual meeting at
which they were elected, and until their successors are elected and qualified.
Sec. 4. The president and president-elect
shall hold office for no longer than two consecutive years but are eligible
for re-election after the lapse of one year from the time of leaving office.
The managing secretary and treasurer shall be selected with a view to continuity
of tenure of their offices, and hence, other things being equal, may be
re-elected each year, subject to their own desires in the matter.
Sec. 5. No member shall hold more than one
elective office at one time.
Sec. 6. Vacancies occurring in any elective
office between annual elections shall be filled by action of the Executive
Board.
ARTICLE IV
Duties of Officers
Section 1. The president shall preside
at all meetings of the Executive Board and regular meetings of the membership.
He/she shall appoint temporary committees including a nominating committee,
appoint members to fill vacancies in standing committees, act as ex officio
member of all standing committees, appoint a new Program Committee and
its chairperson soon after taking office and during his/her term of office
may replace any members as necessary, arrange details of meetings in cooperation
with the Program Committee, and call any special meetings. The president
shall, at the regular meeting prior to the annual meeting, appoint an Auditing
Committee, no member of which is an officer of the Society, to review the
financial records of the Society and to report to the members of the Society
at the annual meeting. At the annual meeting he/she shall appoint two (2)
members to the Publication Committee to replace retiring members, and name
the Chairperson, report on the state of the Society, and deliver an annual
address.
Sec. 2. The president-elect shall assume
all responsibilities of the president in the event of the temporary absence
of the latter. The president and president-elect being absent, a chairperson
may be selected pro tempore from among the members present. The temporary
chairperson shall conduct such business as is absolutely necessary, postponing
consideration of other matters until such time as the regular officers
may be in attendance.
Sec. 3. The managing secretary shall send
out notices of all meetings at the order of the president, handle all correspondence
of the Society, and keep a record of past and current members. He/she shall
maintain a supply of copies of the Articles of Incorporation and the Bylaws,
including new amendments, and shall furnish a copy to each new member of
the Executive Board, and to other members of the Executive Board at their
request. The recording secretary shall keep a list of members and visitors
present at each meeting, and of the proceedings of said meetings, and submit
an edited manuscript of the proceedings for each year to be published preferably
in the October number of the following year's Pan-Pacific Entomologist.
Sec. 4. The treasurer shall handle all financial
matters of the Society and shall maintain bank accounts in the Society's
name. Current receipts, unless otherwise specified, become a part of the
general funds of the Society, administered by the Executive Board through
the treasurer who is hereby granted authority to expend the money necessary
to send out notices of meetings and to defray expenses, send out bills,
etc., in connection with publications of the Society and such other necessary
expenses of the Society as are approved by the Executive Board.
ARTICLE V
Committees
Section 1. Standing committees shall include
the following: Publication Committee, Program Committee, Historical Committee,
and Membership Committee. The president shall be invited to each meeting
of a standing committee as an ex officio member. The chairperson shall
call the meetings and preside. The membership of these committees may be
reviewed at any meeting of the Executive Board, which may make such changes
as may be deemed necessary. Committee vacancies occurring between Executive
Board meetings may be filled by presidential appointment, subject to confirmation
by the Executive Board at its next meeting.
Sec. 2. The Publication Committee shall be
responsible for the publications of the Society. It shall consist of six
members appointed by the president for three-year terms, groups of two
expiring in successive years. The Publication Committee shall meet at least
once a year before the annual meting to formulate an annual report for
the Society. Four members shall constitute a quorum.
Sec. 3. The Historical Committee of five
members shall cooperate with the California Academy of Sciences in accumulating
historical entomological material to be deposited with the Academy.
Sec. 4. The Membership Committee of three
members shall consult with applicants or prospective members, acquaint
them with the purposes of the Society and with the obligations incurred
with membership, and consider such persons and propose their names, if
satisfactory, to the Society for election to membership. It shall further
be the duty of the committee to consider members' applications for student
status and to review the membership from time to time for persons to be
nominated as Honored Members. The Committee shall meet at least once, early
in the year, to establish a new list of nonmembers, including organizations,
to whom Society meeting announcements shall be sent, in an effort to increase
membership and meeting attendance. The chairperson shall provide the managing
secretary with a copy of the list and retain a copy for the committee records.
Sec. 5. The Program Committee shall plan
the various meetings, including the field days, arrange for speakers, encourage
members to bring exhibits, and contribute short notes and observations,
and improve the meetings of the Society in other ways. The chairperson
shall call all meetings of the committee after consultation with the president.
The committee shall inform the managing secretary of the Society as to
the programs of the meetings in sufficient time to permit the issuing of
the specific notices of the meetings.
Sec. 6. Prior to the annual meeting of the
Society, the chairperson of each standing committee shall contact the members
of his/her committee and determine whether or not each wishes to continue
his/ her committee service for another year. Each chairperson shall then
immediately notify the president, in writing, whether or not members have
resigned for the following year. Committee vacancies known at this time
shall be filled by appointment by the president not later than the next
regular meeting of the membership.
ARTICLE VI
Members
Section 1. Membership shall be open to
persons interested in insects or other Arthropoda.
Sec. 2. An applicant for membership will
communicate with a member of the Membership Committee and pay his or her
dues in advance. The Membership Committee shall then nominate the applicant
for membership at the next regular meeting of the Society. An affirmative
vote of two-thirds of the members present at any meeting is required, whereupon
the applicant becomes a member. The chairperson shall furnish the managing
secretary and treasurer with the names and mailing addresses of the newly-elected
members.
Sec. 3. The Executive Board shall fix the
annual dues for regular members and student members, the annual subscription
rate for The Pan-Pacific Entomologist, and the prices for back issues of
The Pan-Pacific Entomologist and other Society publications. Changes in
dues, rates, and prices shall be announced at the next regular meeting
of the Society and published in the proceedings. The dues are payable in
advance. Each additional member (called a family member) in the immediate
family of a regular member may pay dues of only $1.00 per year, but this
shall entitle said family to only one subscription to The Pan-Pacific Entomologist.
Sec. 4. Members at retirement with at least
ten (10) years of active membership may, on request, be continued as active
members without payment of dues. Moreover, such members, if they desire,
may receive The Pan-Pacific Entomologist upon payment of one-half regular
membership dues per year.
Sec. 5. Students registered at any school
or recognized institution of higher learning are eligible for student membership.
Student members shall have all the privileges of regular members.
Sec. 6. Any member who, through long and
distinguished service to the Society, is deemed worthy of special recognition
may be elected an Honored Member. Candidates for honored membership shall
be nominated by the Membership Committee at the Society meeting prior to
their election by the membership, or they may be elected directly by the
Executive Board, with announcement of the election made at the next Society
meeting and recorded in the Society's proceedings. Such members shall be
free from the payment of dues or other financial obligations but shall
retain all privileges of regular members.
Sec. 7. All members, except retired members
or as herein otherwise provided, shall receive The Pan-Pacific Entomologist
with no additional charge.
ARTICLE VII
Meetings
Section 1. At least four regular meetings
shall be held each year, preferably with two in the fall and two in the
spring, with an annual Field Day or equivalent. Regular notice of such
meetings shall be given to each member at his or her request either personally
or by mail, or other means of communication, charges prepaid, addressed
to such member at his or her address, if any, appearing upon the books
of the Society, or given by him or her to the Society for the purpose of
notice. All such notices shall be sent to the members not less than ten
(10) days before such meeting.
Sec. 2. Special meetings may be called at
any time at the discretion of the president, or shall be called at the
request of five members, provided that written notice is sent to all members
at least two weeks in advance of the meeting.
Sec. 3. The December meeting of each year
shall be known as the Annual Meeting. At this time, in addition to the
election of officers and the transacting of other regular and special business,
annual reports of all committees shall be submitted as well as an annual
report of the treasurer.
Sec. 4. The presence in person of ten (10)
members of the Society at any regular or special meeting shall constitute
a quorum for the transaction of business, but less than a quorum may adjourn
any meeting from time to time and the meeting may be held as adjournment
without further notice.
ARTICLE VIII
Delegates
The Society may accredit delegates, appointed
by the president, to national and international meetings such as the American
Association for the Advancement of Science and the International Entomological
Congresses. Members may be accredited by a two-thirds vote of the members
present at any meeting.
ARTICLE IX
Amendments
These Bylaws may be amended or repealed
by the Executive Board, subject always to the power of the members to change
or repeal such Bylaws; or by the vote or written assent of a majority of
the members; or by a majority of a quorum at a meeting of the members duly
called for the purpose of amending the Bylaws.
|