Charter and Bylaws
The name of this corporation shall be MASSACHUSETTS ACADEMY OF SCIENCES, INC.
The purposes of the Corporation shall be to promote scientific research, to stimulate interest in the sciences, to encourage the diffusion of scientific knowledge, to sponsor good scientific teaching, to foster public and governmental understanding and appreciation of the sciences and the industries that apply them, to assist in the formulation of long-range plans together with a time sequence of priorities for the disposition of both natural and technical resources, to promote ethical application of the sciences to the service of humanity, to bring suitable recognition for scientific achievement, to arrange meetings for the presentation and exchange of scientific findings and to publish a journal together with other scientific works as may further the purposes of the Corporation.
Any person or organization interested in the purposes of the Corporation shall be eligible for membership and shall be admitted to membership upon written application to the Secretary and payment of dues.
This Corporation shall have perpetual existence unless dissolved by the Board.
The affairs of the Corporation are to be managed by a President, a Secretary, and a Treasurer.
The Governing Board shall exercise general supervision over all the affairs of the Corporation and shall consist of the Corporation Officers, and 15 additional members.
An Executive Committee, consisting of the President, Secretary, Treasurer, and two (2) other Board Members designated by the Board shall handle the business of the Corporation in the intervals between Board meetings.
The President's Council shall consist of 100 or more members and shall advise the President and the Governing Board as needed.
Academy Fellows shall comprise a special category or elected scientists, appointed for life, who provide advice and engage in activities to meet the missions of the Academy, as required.
Membership in the Corporation shall be divided into classes of members, which shall be Friends of the Academy, President's Circle Members, Regular Members, Junior Members, Student Members, Institutional Members, Corporate Members, Honorary Members, and Emeritus Members.
There shall be at least one meeting of the Academy and one business meeting of the Corporation annually. The Board shall determine the time and place of the meetings, and notice in writing thereof shall be given to each member by the Secretary, not less than thirty (30) days prior to the time of each meeting.
No part of the net earnings of the Corporation shall enure to the benefit of any officer, member of the Board, private member or individual within the meaning of the United States Internal Revenue Code Section 501; provided, however, any member officer or member of the Board may be paid compensation in a reasonable amount for services rendered the Corporation upon such terms and conditions as may be approved by the Board. In the event of dissolution or final liquidation of the Corporation, the net assets belonging to the Corporation shall be assigned to and become the property of a non-profit organization selected by majority vote of the Board. At the time of dissolution or liquidation, no part of the assets of the Corporation shall enure to the benefit of any officer, member of the Board, private member or individual within the meaning of the United States Internal Revenue Code Section 501; provided that if the Corporation reincorporates, all assets and liabilities are to be transferred to the new Corporation.
Section 1 - Amendments to the CHARTER may be proposed by the Board and shall be adopted by a three-fourths (3/4) vote of the members present and voting at any Annual Business Meeting of the Corporation, provided notice of the proposed amendments shall have been given to all members of the Corporation at least thirty (30) days prior to such meeting.
Section 2 - The BYLAWS may be adopted, altered, amended or rescinded at any Annual Business Meeting of the Corporation by a two-thirds (2/3) majority of the members present, provided that notice of such change shall have been given to all members of the Corporation at least thirty (30) days prior to the meeting.
Section 1 - Eligibility, Admission, and Classes
Eligibility and admission to membership and class thereof shall be as provided in the CHARTER.
Section 2 - Definition of Classes
Section 3 - Limitation Upon Certain Members
Junior Members may attend the sessions of the members of the Corporation and may vote and hold office in the Junior Academy, but shall not vote or hold office in the Corporation.
Section 4 - Dues
Dues shall be the amounts as set forth in Section 2 hereof and shall be payable for each calendar year. Periodically the Council will propose changes in the amount of dues that will be voted on at the annual meeting of the Corporation.
Section 5 - Termination of Membership
Any member may be dropped for cause by action of the Council. Members whose dues become one year in arrears shall be dropped from membership and a notice thereof shall be sent to each such member by the Treasurer.
Section 1 - The Corporation shall be divided into two Academies.
Section 2 - The Academies of the Corporation shall be the Senior Academy and the Junior Academy, and such other Academies as the Council may authorize, subject to the approval of the members. The officers of the Senior Academy shall be the officers of the Corporation.
The Corporation may enter into affiliation with other organization as may be arranged by the Council, subject to the approval of the members.
Section 1 - The Executive Committee is defined in Article VII of the CHARTER. The Board shall elect the Nominating Committee. The President appoints all other committees.
Section 2 - The Finance Committee shall engage the services of a certified Public Accountant, or a recognized Public Accountant, to examine the books of the Corporation for each calendar year.
Section 3 - The Program Committee is responsible for the preparation of programs for the annual meetings. The Board shall appoint the Chair of this Committee for a term of three (3) years with the possibility of succession. The Committee shall include, but not be restricted to, the Chair of the Governing Board and the Secretary.
Section 4 - The Membership Committee shall consist of, but not be limited to the Treasurer (who serves as chair).
Section 5 - All committees shall report in writing to the Corporation at the Annual Business Meeting.
Section 1 - The Board shall exercise general supervision over all of the affairs of the Corporation as constituted and provided in the CHARTER.
Section 2 - One Board-Member-at-Large shall be elected by the members at each Annual Business Meeting, and a second Board-Member-at-Large shall be appointed by the Board at the first meeting of the new Board, each Board-Member-at-Large to serve for a two-year term.
Section 3 - The Board shall have the following specific duties: (a) handling all publications of the Corporation; (b) filling vacancies occurring in any of the offices of the Corporation; (c) investing the funds of the Corporation; (d) making recommendations to the members regarding general policy; (e) electing a Nominating Committee of at least three (3) members; (f) advising appointments by the President; (g) appointing Editors of Publications and approving the Editorial Board; (h) appointing the Chair of the Program Committee for a period of three (3) years; a prospective Chair shall be asked to serve on the Program Committee for one (1) year prior to taking office as Chair; (i) arranging affiliations with other organizations; (j) designating the time and place of meetings of members; (k) approving the agenda for the Annual Meeting of the members; (l) authorizing the formation of Sections and Academies, subject to the approval of the members; (m) approving assistance to the officers of the Corporation; (n) electing Academy Fellows; (o) appointing the Director of the Junior Academy who shall serve for a period of three (3) years and shall be eligible for reappointment; (p) confirming the appointment of the Director for the Junior Academy; (q) appointing the Director of the Education, Research, Outreach and Kids Academy! Divisions.
Section 4 - The Board shall require all reports to it, including Committee reports, to be in writing.
Section 5 - The Board may appoint, by majority vote, a member of the Senior Academy to serve as its Executive Secretary. The responsibilities of the Executive Secretary shall be to facilitate execution of the duties held by the Board and such other services as shall aid in the advancement of the objectives of the Corporation. The Executive Secretary shall serve for such time period as the Board shall determine.
The members of the Corporation shall meet not less often than annually. The Board shall determine the time and place of meetings and notice thereof shall be given to each member by the Secretary, not less than thirty (30) days prior to the time of each meeting. Such notice shall be in writing and shall be sent by regular United States mail, postage pre-paid, to the last address of each member as shown upon the record of memberships kept by the Corporation or by email. The Board shall call a special meeting of the members upon written request by 10 percent of the members, within ninety (90) days from the date of such request.
Section 1 - Duties
Section 2 - Election of Officers
Section 1 - There shall be published an annual volume, to be called the Massachusetts Scientist.
Section 2 - The Massachusetts Scientist shall be under the direct control of the Board through an Editor appointed by the Board.
Section 3 - One copy of the Massachusetts Scientists shall be supplied free to each paid-up member in good standing except Junior Members.
Section 4 - An issue of the Massachusetts Scientists, published soon after the Annual Meeting of the Corporation, shall include a roster of the Officers, the Board, the Committee Chairs, and the members of the Corporation. Each issue of the Massachusetts Scientists shall include such other material as the Council may direct.
Section 5 - There shall be distributed to the members of the Corporation, at intervals, a Newsletter. It shall contain information about and of interest to scientists in Massachusetts.
The business office of the Corporation shall be the business office of the Academy and the said office shall be the repository for the files of the Corporation.
The BYLAWS may be adopted, altered, amended, or rescinded at any Annual Business Meeting of the Corporation by a two-thirds (2/3) majority of the members present, provided that notice of such change shall have been given to all members of the Corporation at least thirty (30) days prior to the meeting.
The Massachusetts Academy of Sciences affirms and acknowledges members' commitment and responsibility to the welfare of human participants, plant and animal populations, and cultural and natural resources in the conduct of ethical research, education, and service.