Proposed Changes to the Pacific Branch Bylaws
In the opening business meeting of our 2021 meeting in Hawaii, we will be discussing and voting on the following proposed changes to our bylaws. These will require a positive vote of at least 2/3 at the business meeting. Please review the proposed changes in advance of the meeting so that we can act on the proposed amendments at the meeting. The changes have been approved by the PB Executive Committee prior to submission to the general membership for a full vote. If you have any questions, please contact PB Governing Board representative, Jennifer Henke.
ARTICLE I: NAME AND PURPOSE
Section 1. Name. The organization shall be known as the Pacific Branch of the Entomological Society of America, hereinafter referred to as The Branch.
Section 2. Purpose. The purpose of The Branch is to promote and advance the science of entomology and the professional status of entomologists; to promote cooperation and mutual assistance among its members and with closely associated organizations; to hold an annual meeting for the purpose of conducting business and presenting papers and discussion on entomological subjects, and to hold other meetings as necessary; to promote the interests of the parent Society; and to pursue the above objectives in a manner consistent with the non-profit and non-politically affiliated status of The Branch.
Section 3. Affiliation. The Branch is a wholly-owned constituent group of the Entomological Society of America, a 501(c)3 corporation, hereafter referred to as Parent Society. Where the Bylaws and other governing rules of The Branch are found to be in conflict with the Bylaws and other governing documents of the Parent Society, the Bylaws and other governing rules of the Parent Society shall supersede.
ARTICLE II: MEMBERSHIP
Section 1. Categories. The categories of membership shall be the same as the Parent Society.
Section 2. Membership. Branch membership boundaries are defined in the Policies Manual of the Parent Society. Default membership shall be for The Branch for any Parent Society member living within the geographic boundaries of The Branch.
Section 3. Branch Area. The Pacific Branch area is assigned by the Parent Society and comprises the United States of Alaska, Arizona, California, Hawai’i, Idaho, Montana, Nevada, Oregon, Utah, Washington, and Wyoming; the Canadian Provinces of Alberta, British Columbia, and Saskatchewan; the United Mexican States of Baja California, Baja California Sur, Sinaloa, and Sonora; any Central Pacific island that is currently assigned a United States Postal Service ZIP Code; the United States Territories of American Samoa, the Federated States of Micronesia, Guam, Johnston Atoll, Commonwealth of the Northern Mariana Islands, and Wake Island.
ARTICLE III: BRANCH OFFICERS
Section 1. Eligibility. All officers of The Branch shall be members in good standing and may not serve in simultaneous officer positions except for those officers who are serving as a Past President. Officers at the time of their election shall be residing in the Branch Area.
Section 2. Officers. The officers of The Branch shall be President, President-Elect, Past President, Secretary-Treasurer, and a Representative to the Governing Board of The Society.
The President-Elect shall automatically transition to the positions of President and Past President in successive years.
Unless otherwise stated in these Bylaws, terms for each elected office begin at the close of the annual meeting following a member’s election to office and continue until a successor is confirmed.
Section 3. President. The President presides at business meetings and Executive Committee meetings. The President shall perform the duties prescribed in the Bylaws using the parliamentary authority adopted by The Society, including the appointment of representatives and delegates to such scientific, professional, or other organizations as may be appropriate. In the case of vacancy or the inability of the President to serve, the President-Elect shall serve for the remainder of the term and then succeed to a full term as President.
Section 4. President-Elect. The President-Elect shall preside at business meetings and Executive Committee meetings whenever the President is temporarily unable to serve. The President-Elect may be nominated by any member, including themselves. The election shall be held annually by ballot. Members may write in other names of their choice.
The Executive Committee shall fill a vacancy in the office of President-Elect by ballot as soon as practical from among the nominees for the most recent President-Elect elections and the individual shall serve for the remainder of the term. If there are no available candidates from the remaining nominees, The Branch will hold a special elections with a new slate of candidates. A member may serve as President-Elect only once during their lifetime.
Section 5. Past President. The Past President shall serve as an advisor and consultant to the President to provide continuity in the development and implementation of long-term policies of The Branch. A vacancy in the office of Past President shall be filled from the roster of willing former Presidents of The Branch by ballot of the Executive Committee.
Section 6. Secretary-Treasurer. The Secretary-Treasurer shall record the minutes of all Branch business meetings; record the minutes of all Executive Committee meetings and prepare summaries thereof; have custody of all accounts, securities, property, and records of the Branch.
The Secretary-Treasurer shall serve a term of three years and may be re-elected. Nomination and election of the Secretary-Treasurer shall be conducted in the same manner as the office for President-Elect.
Vacancy in the office of Secretary-Treasurer shall be filled by ballot of the Governing Board, and the person so elected shall serve for the remainder of the three-year term.
Section 7. Representative on the Governing Board of the Society. The Branch Representative to the Governing Board shall serve a term of three years as outlined in the Bylaws of The Society. A person may not be elected as a Representative to the Governing Board for more than two three-year consecutive terms
Vacancy in the office of Governing Board Representative shall be filled by the Branch President as soon as practical.
ARTICLE IV: EXECUTIVE COMMITTEE
Section 1. Membership and Authority. The Executive Committee shall conduct the business of The Branch and shall be responsible for updating the Branch Policy Manual. The Executive Committee shall consist of the following:
- Past President
- Representative on the Governing Board of the Society
- Six Members-at-Large
Section 2. Terms and Vacancies. The Members-at-Large shall serve for three years, commencing with the close of the final Annual Meeting of The Branch. A person may not be elected as a Member-at-Large for consecutive terms.
The President appoints Members-At-Large when vacancies occur and appointments should be made as soon as practical. The terms of the Members-at-Large shall overlap so that two of the terms will expire each year.
Section 3. Meetings. The Executive Committee shall meet as a body at least once each year, at the call of the President. At least 24 hours’ notice shall be provided when a meeting is announced but the general and preferred practice is to provide at least 7 days’ notice. Six members of the Executive Committee shall constitute a quorum.
Section 4. Guidelines. The Executive Committee shall formulate and adopt the Branch Policy and Guidelines Manual. The Manual shall not take precedence over any provision of the Bylaws.
Section 5. Removals. Any member of the Executive Committee may be removed by an affirmative vote of two-thirds or more of the Executive Committee whenever, in their judgement, the best interests of The Branch will be served by such removal giving due process to the affected Director.
Section 6. Transition. The President-Elect may call a meeting of the incoming Executive Committee at the conclusion of the meeting of the outgoing Executive Committee.
Section 7. Emergency Procedures. The foregoing provisions of the bylaws notwithstanding, the following changes shall take effect on the anniversary date of the close of the previous annual meeting in any calendar year during which an annual meeting is not held or (insofar as elections cannot be completed) at the close of any annual meeting at which elections are not completed: (a) the President shall retire and the President-elect shall assume the office of President; (b) the office of President-elect shall be filled by appointment by the Executive Committee; (c) the term in office of the Secretary Treasurer, if expiring, shall be extended until the close of the next annual meeting; (d) the office of Representative on the Governing Board shall be filled by appointment by the Executive Committee if the term in office of the incumbent is expiring; and (e) the terms of all Members-at-large on the Executive Committee shall be extended for one year.
ARTICLE V: FUNDS OF THE BRANCH
Section 1. Authority. As overseen by the Parent Society, funds of The Branch shall be collected, managed, disbursed, and accounted for as directed by the Executive Committee.
Section 2. Report. The Secretary-Treasurer shall prepare an annual report on the current status of all funds of The Branch and deliver said report to the Executive Committee.
ARTICLE VI: COMMITTEES
Section 1. Committees. Standing Committees shall be established to facilitate the purpose and function of The Branch.
Standing Committee of the Branch shall include:
The Executive Committee shall appoint all standing committee members, and their Chairs and Vice-Chairs, expect as provided otherwise in the Bylaws.
A vacancy in any position on a Standing Committee shall be filled by appointment by the President.
Other committees and work groups may be formed upon the approval of the Executive Committee and as prescribed in the Branch Policy Manual.
Section 2. Committee on Audit. The Committee on Audit shall consist of three members of the Branch who are not members of the Executive Committee. The purpose of this committee shall be to engage a certified public accountant to conduct an audit, review the professional audit of fiscal operation of The Branch, to provide an internal audit, and to ensure compliance of The Branch and all entities to legal and fiduciary obligations. The Committee shall prepare an annual report and advise the Executive Committee on matters of compliance.
Section 3. Committee on Program. The Committee on Program shall consist of at least two members of the Branch. The purpose of this committee shall be to develop and conduct the summited paper, invitational address, display presentation, and symposium of the annual meeting program, and the assign Branch members to preside over all sessions except business meetings and plenary sessions. They shall carefully consider all phases of entomology and give each an adequate place within the program.
Section 4. Committee on Operations. The Committee on Operations shall consist at least three members of the Branch. The purpose of this committee shall be to work with the Committee on Program to meet the day-to-day needs of the annual meeting program, including display boards, presentation screens, display devices such as computers, and other useful items to ensure as successful annual meeting.
ARTICLE VII: BUSINESS MEETINGS, BUSINESS PROCEDURE, AND PARLIMENTARY AUTHORITY
Section 1. Business Meetings. The members of The Branch may petition for a business meeting which shall be conducted by the President in accordance with the current revision of Robert’s Rules of Order in all cases to which the rules are applicable and in which they are not inconsistent with these Bylaws, and any special rules of order The Branch or the Executive Committee may adopt. The petition must be signed by a minimum of 100 members. Notice of any business meeting shall be distributed to the membership no later than twenty (20) days prior to such meeting.
One hundred members of the Branch shall constitute a quorum. A majority of votes cast shall be considered as deciding in all matters, unless otherwise specified in the Bylaws.
Section 2. Ballots. Matters of major importance shall be decided by ballot of the membership of The Branch:
- One the initiative of the Executive Committee
- Upon written petition to the Executive Committee by a minimum of 100 members.
Ballots may be distributed by post or electronically. The deadline for return of ballots shall not be less than 30 calendar days after the date of release to the members. All ballots received by the deadline shall be tabulated not later than 10 calendar days after the deadline for ballot return, and the Secretary-Treasurer shall promptly inform the President, in writing, of the results.
Unless otherwise stated, a majority of votes cast shall be required for approval. No vote of a member shall be cast by proxy.
ARTICLE VIII: AMENDMENTS TO BYLAWS
Section 1. Submission. Amendments to the Bylaws shall be carried out in accordance with Article VII, Section 2.
Section 2. Notice. Notice of a proposed amendment shall be sent to members at least 30 days before the amendment is to be voted upon. The notice shall include the expected impact of the amendment and the recommendation of the Executive Committee.
Section 3. Voting Majority Requirement and Effective Date. Each proposed amendment shall be voted upon by a ballot, pursuant to Article VII, Section 2. A two-thirds majority of the members voting shall be required for approval. The membership shall be notified of the results of the ballot. A proposed amendment shall become effective upon approval unless a later effective date is specified in the motion for adoption or in the ballot.
ARTICLE IX: INDEMNIFICATION
Section 1. Indemnification. Members of the Executive Committee, former members of the Executive Committee, and officially constituted committees, boards, and councils of The Branch individually and collectively, shall be indemnified and held harmless by The Branch in any action alleging injury or damage, direct or consequential, arising out of the performance of their duties, except where such members are adjudged guilty of willful misconduct.
ARTICLE X: DISSOLUTION
Section 1. Dissolution. The Branch may be dissolved in accordance with the Policies of the Parent Society. Upon the dissolution of The Branch, all funds and obligations shall revert to the Parent Society.