Bylaws of the Washington State Academy of Sciences

Revised and adopted September, 2012

ARTICLE I

Offices

Section 1.1. The Registered Office of Washington State Academy of Sciences, hereafter referred to as the Academy, shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The Registered Agent of the Academy shall be the Executive Director and shall have a business office identical with such registered office.

Section 1.2. The corporation may have other offices within or outside the State of Washington at such place or places as the Board of Directors may from time to time determine.

ARTICLE II

Board of Directors

Section 2.1. Number and Power. The management of all the affairs, property, and interests of the Academy shall be vested in a Board of Directors consisting of 12 members in addition to the President, President Elect, Past President, Secretary, and Treasurer, with the Executive Director as Ex Officio non-voting. The initial Board, as designated in the Articles of Incorporation, shall serve until the first (founding) 12-member Board is appointed by the Presidents of University of Washington and Washington State University and approved by the Governor. Four members of the founding Board will be appointed for 1-year terms, four for 2-year terms, and four for 3-year terms. Thereafter, the Board will be replaced through election from the membership of the Academy for staggered three year terms, where four Directors will be elected each year for 3-year terms. Board members may be re-elected for a second consecutive 3-year term. The founding Board will elect a chair; thereafter, the President elected by the members of the Academy shall serve as chair of the Board of Directors. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may exercise all such powers of the Academy and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws otherwise prohibited.

Section 2.2. Executive and Other Committees. The officers of the Academy together with three Board members-at-large shall constitute an Executive Committee. The Executive Committee shall be empowered to conduct affairs of the Academy delegated to it by the Board of Directors.

A Finance Committee, consisting of the Treasurer as chair and two members-at-large appointed by the President from the members at large, shall provide for the safe custody of all financial resources of the Academy and to determine all matters relating to the purchase and sale of all securities held absolutely or in trust.

A twelve-person Membership Committee shall oversee the annual member elections in accordance with the “Membership Committee Structure and Election Procedures for the Washington State Academy of Sciences” approved by the WSAS members. The Board shall appoint the Chair and Vice Chair of the Membership Committee and the five members at large. The Membership Committee Chair will appoint Chairs for each Section Subcommittee. The Chair and at least one other member of the Membership Committee must be Board members.

Section 2.3. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

Section 2.4. Regular Meetings. The Board of Directors shall meet, with proper written notice, three times per year. The Executive Committee shall meet at least once between each meeting of the Board of Directors. The Executive Director or his/her designate shall serve as the recording secretary at each meeting. Board of Directors shall schedule and organize a general meeting for all members of the Academy once each year.

Section 2.5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or upon written request by any three directors. Such meetings shall be held at the registered office of the Academy or at such other place or places as the directors may from time to time designate.

Section 2.6. Notice. Notice of all special meetings of the Board of Directors (and of all regular meetings other than the annual meetings to be held at the place and time designated in Section 2.4) shall be given to each director by three (3) days prior service of the same by e-mail, by letter, or personally. Such notice need not specify the business to be transacted at, nor the purpose of the meeting.

Section 2.7. Quorum. A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business. Attendance of a meeting may be by phone, but not by proxy.

Section 2.8. Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

Section 2.9. Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the recording secretary of the meeting before the adjournment thereof, or shall forward such dissent by regular or electronic mail to the Secretary of the Academy within 24 hours after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

Section 2.10. Other committees. The Board of Directors may appoint, from time to time, from its own number, standing or temporary committees consisting each of no fewer than two (2) directors. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board of Directors, provided however, that no such committee shall have the authority of the Board of Directors to reference to:

  1. Amending, altering, or repealing these Bylaws;
  2. Electing, appointing, or removing any director or officer of the corporation;
  3. Amending the Articles of Incorporation.
  4. Adopting a plan of merger or consolidation with another corporation.
  5. Authorizing the sale, lease, exchange or mortgage, of all or substantially all of the property and assets of the corporation;
  6. Authorizing the voluntary dissolution of the corporation or revoking proceeds therefore; or
  7. Amending, altering, or repealing any resolution of the Board of Directors which by its term provides that it shall not be amended, altered, or repealed by such committee.

All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors of any responsibility imposed by law.

Section 2.11. Remuneration. No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 2.12. Loans. No loans shall be made by the Academy to any director.

Section 2.13. Removal. Any director may be removed at any time, with or without cause, by the affirmative vote of a majority of the members of the Board of Directors.

ARTICLE III

Officers

Section 3.1. Designations. The officers of the Academy shall be the President, President Elect, Past President, Secretary, and Treasurer, elected from the membership, with an Assistant Secretary and Assistant Treasurer appointed as the Board may designate. The five elected officers shall serve as members of the Board of Directors together with the 12 members elected to the Board. A President Elect shall be elected each year and progress automatically in year 2 to President and in year 3 to Past President. The Secretary and Treasurer shall be elected for 2-year terms each but in alternating years. The first election shall include a slate of nominees for President, President Elect, Secretary, and Treasurer, with the first Secretary elected for a 1-year term and the first Treasurer elected for a 2-year term, thereafter progressing to the alternating, 2-year terms. The Secretary and Treasurer may be elected for up to three successive, 2-year terms. In cases where a member of the Board is elected to one of the four offices of the Academy, the President with Board concurrence shall appoint a member of the Academy to serve out the remaining term of that Board member.

Section 3.2. The President. The President shall preside at the annual meeting of the Academy and all meetings of the Board of Directors, shall have general supervision of the affairs of the Academy, and shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.

Section 3.3. The President Elect. The President Elect shall, during the absence or disability of the President, exercise all functions of the President and shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors. The President Elect shall also serve as chair of the scientific program for each annual meeting of the Academy.

Section 3.4. The Past President. The Past President shall provide advice and help to the President and President Elect as needed.

Section 3.5. The Secretary. The Secretary of the Academy shall issue notices for all meetings, except for notices of special meetings the Board of Directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the seal and the Academy books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary of the Academy.

Section 3.6. The Treasurer. The Treasurer shall have the custody of all monies and securities of the Academy and shall keep regular books of account. The Treasurer shall disburse the funds of the Academy in payment of the just demands against the Academy or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the Academy. The Treasurer shall serve as chair of the Finance Committee appointed by the Board and perform such other duties as are incident to the office or are properly required by the Board of Directors.

Section 3.7. The Executive Director. The Executive Director shall be an employee of the Academy and shall be responsible for the administration and conduct of the business affairs of the Academy pursuant to guidelines established by the Board of Directors. The Executive Director shall be appointed by and serve at the pleasure of the Board of Directors. The Executive Director shall have full authority for direction of the other employees of the Academy, and shall serve as an Ex Officio non-voting member of the Board of Directors.

Section 3.8. Delegation. If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer’s place by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.

Section 3.9. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

Section 3.10. Other Officers. The Board of Directors may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 3.11. Loans. No loan shall be made by the Academy to any officer or other member of the Board of Directors.

Section 3.12. Term-Removal. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE IV

Election to the Academy

4.1. The Founding Class. The founding Board of Directors appointed by the Presidents of the University of Washington and Washington State University and approved by the Governor shall become the first 12 members of the Academy. This founding Board, in turn, will elect the founding class. Each member of the National Academy of Sciences, the National Academy of Engineering, and the Institute of Medicine satisfying the requirements of Section 4.2 will be invited to become a member of the founding class of the Washington State Academy of Sciences, with the understanding that the primary purpose of membership is service in a working academy. Thereafter, the Membership Committee of the Academy shall serve as the Nominating Committee for election of new members to the Academy, with new nominees limited to candidates put forward by members of the Academy, starting with the founding class. The Membership Committee shall develop and distribute to all Academy members a nomination form. Any member of the Academy may submit nominations to the Membership Committee.

Section 4.2. Academy Membership. Membership in the Academy shall include experts in key disciplinary areas including, but not limited to: life sciences, physical sciences, engineering, information sciences, health sciences, social sciences, and natural resource/environmental sciences. New members may be added by one of two ways specified in Sections 4.3 and 4.4. All members must be legal residents, and either be primary residents of Washington State or have their primary and permanent employment in Washington State. The term of membership is without limit. Members whose residency or employment changes to no longer satisfy the above requirements will become emeritus members. Members may resign for personal reasons, in which case they become emeritus members. Emeritus members do not have voting privileges, and are not eligible to serve as officers, board members, or members of standing or other WSAS committees, but may serve on study committees. Emeritus members may be reinstated as members if they satisfy the eligibility requirements. Members or emeritus members who decease will be so noted and retained in the records of the Academy.

Section 4.3. Annual Elections. The Membership Committee will follow the procedures of the “Membership Committee Structure and Election Procedures for the Washington State Academy of Sciences.” This includes screening nominations based on criteria that include outstanding records of scientific accomplishments, national and international recognition in one or more areas of expertise listed in Section 4.2, and willingness to participate in the activities of a working Academy. In performing its screening responsibilities, the Membership Committee shall take into consideration the nature and scope of current and future requests for which the Academy is likely to be asked to provide advice and guidance. Final election of each new class of members to the Academy shall be conducted by ballot submitted to the entire membership of the Academy.

Section 4.4. Newly elected members of the National Academy of Sciences, National Academy of Engineering and the Institute of Medicine who satisfy the membership criteria of Section 4.2 will be invited to become members of the Academy. Members of these three organizations whose residency or employment changes to meet the membership criteria of Section 4.2 will be invited to become members of the Academy.

Section 4.5. Acceptance of Membership. Every newly elected (Sec 4.3) or invited (Sec 4.4) member shall accept membership in writing before the next annual meeting after the date of the election. Otherwise, on proof that the Academy sent appropriate formal notification of election or invitation, the name of the elected or invited nominee shall not be entered on the role of members. Final results shall be reported at the annual business meeting of the Academy. Each new class of members shall have all the rights, privileges and responsibilities of membership in the Academy, including service on study committees, election of officers and board directors, and election of new members.

Section 4.6. Voting Rights. Unless a member of the Academy is elected as an officer or to the Board of Directors, the members described in these Bylaws shall have no voting rights, except as described in this Article.

ARTICLE V

Fiscal Year

The fiscal year of the Academy shall be from July 1 through June 30.

ARTICLE VI

Depositories

The monies of the Academy shall be deposited in the name of the Academy in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.

ARTICLE VII

Funds

Section 7.1. Funds to support the Executive Director, Board of Directors and operations of the office of the Academy shall be provided by the state of Washington until such time as the activities of the Academy generate enough overhead to support the office and staff.

Section 7.2. Bequests, donations, and gifts having for their objective the promotion of science or the welfare of the Academy may be solicited and accepted by the Board of Directors. Before accepting any such funds, the Board of Directors shall consider the objects of the trust and all conditions or specifications attaching thereto. The Board of Directors shall inform Academy members of all such transactions.

Section 7.3. Unless otherwise provided by the deed of the gift, the income of each trust fund shall be applied to the objects of that trust by action of the Board of Directors.

Section 7.4. The Board of Directors may consider the option of an annual assessment of dues as a requirement for maintenance of membership.

Section 7.5. The Finance Committee shall manage all funds of the Academy.

ARTICLE VIII

Academy Property

The property of the Academy is irrevocably dedicated to its scientific purposes and no part of the net income or assets of the Academy shall insure to the benefits of private persons. Upon the dissolution of the Academy, its assets remaining after payment or provision for payment of its debts and liabilities, shall revert to the State of Washington.

ARTICLE IX

Notices

Except as may otherwise be required by law, any notice to any director may be delivered personally or by mail or by electronic mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the corporation, postage prepaid.

ARTICLE X

Seal

The corporate seal of the WSAS, if any, shall be in such form and bear such inscriptions as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the Academy.

ARTICLE XI

Indemnification of Officers, Directors, Employees and Agents

The Academy shall indemnify its officers, directors, employees and agents to the greatest extent permitted by law. The Academy shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Academy or who is or was serving at the request of the Academy as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

ARTICLE XII

Conflicting Interests Transactions

Section 12.1 Definitions. For purposes of this Article:

a. “Conflicting interest” means the interest a director has respecting a transaction effected or proposed to be effected by the corporation or any other entity in which the corporation has a controlling interest if:

  1. The director knows at the time the corporation takes action that the director or a related person is a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the director’s judgment if the director were called upon to vote on the transaction; or
  2. The transaction is brought before the Board for action, and the director knows at the time the Board reviews the transaction that any of the following persons is either a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the director’s judgment if the director were called upon to vote on the transaction:

              A  An entity of which the director is a director, general partner, agent or employee;

              B  An entity that controls, is controlled by, or is under common control with one or more of the entities specified in (A); or

              C  An individual who is a general partner, principal, or employer of the director.

b.  “Director’s conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation or any other entity in which the corporation has a controlling interest respecting which a director of the corporation has a conflicting interest.

c.  “Qualified director” means any director who does not have either

  1. A conflicting interest respecting the transaction; or
  2. A familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director’s judgment when voting on the transaction.

d.  “Related person” of a director means

  1. A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household as, the director, or a trust or estate of which any of the above individuals is a substantial beneficiary; or
  2. A trust, estate, incompetent, conservatee, or minor of which the director is a fiduciary.

e. “Required disclosure” means disclosure by the director who has a conflicting interest of:

  1. The existence and nature of the director’s conflicting interest; and
  2. All facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.

Section 12.2. Director’s Action.

a.  Majority Vote. Directors’ action respecting a director’s conflicting interest transaction is effective if the transaction received the affirmative vote of a majority of (but no fewer than two) qualified directors who voted on the transaction after either required disclosure to them or compliance with Paragraph (b) below.

b.  Director’s Disclosure. If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, which would prevent that director from making the disclosure described in Paragraph 9.1(e), then disclosure is sufficient if the director:

                     a. Discloses to the directors voting on the transaction the existence and nature of the director’s conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and

                     b. Plays no part, directly or indirectly in their deliberations or vote.

c.  Quorum. A majority (but no fewer than two) of the qualified directors constitutes a quorum for purposes of action that comply with this Article. Directors’ action that otherwise complies with this Article is not affected by the presence or vote of a director who is not a qualified director.

ARTICLE XIII

Projects, Study Committees, and Reports

Section 13.1. Projects. Requests by the governor, the governor’s designee, the legislature, or other appropriate governmental or non-governmental body for scientific analyses and reports by the Academy shall be submitted to the Executive Director who will transmit the request to the President for analysis, modification as necessary, and submission for consideration by the Board of Directors as a project of the Academy. Requests shall include a clear statement of the objectives of the proposed study. The Board of Directors shall, after due consideration and, if necessary, modification, approve the study and its mandate as a project of the Academy and appoint a committee of experts to conduct the study and write a report. The Executive Director is authorized to consult with the proposing organization to refine the nature of the request, assist in crafting the statement of task for the study committee, and prepare an appropriate budget. Under exceptional circumstances a proposal may be judged to be not appropriate for scientific analysis. In such cases, the president of the Academy shall communicate to the requesting organization the reasons for non-acceptance of the proposed study.

Section 13.2. Budgets. The Executive Director is authorized to consult with the proposing agency to prepare an appropriate operational budget for the project.

Section 13.3. Study Committees. All study committees shall be chaired by a member of the Academy. Persons not elected to the Academy may serve on study committees as necessary to obtain the full range of expertise needed to carry out the study. In forming study committees, the Academy shall endeavor to assure that the committee members have no conflict of interest and that the proposed members each disclose any advocacy positions or financial interests related to the questions to be addressed that they had held within the past 10 years. All members of study committees shall serve without remuneration except for reimbursement for expenses incurred while carrying out their responsibilities as study committee members.

Section 13.4. Staff. The Academy may hire such staff as needed to support the work of study committees. Unlike study committee members, support staff shall be reimbursed for their services.

Section 13.5. Reports. The Academy shall issue reports of all studies undertaken as projects of the Academy, starting with a pre-publication report issued first and exclusively to the requesting organization followed by a published report issued publicly. The Academy shall also communicate reports as appropriate or requested of studies done elsewhere, e.g., by the National Academies, recognizing that the State may benefit from such analyses without having to undertake parallel studies at the State level. The Academy shall also issue an Annual Report to the governor.

Section 13.6. Peer Review. All published reports of studies conducted by the Academy shall be subject to peer review by recognized authorities from within or outside the Academy, the State, or the nation as necessary to assure the highest scientific quality of the reports.

Section 13.7. Board Oversight. To assure adherence to Academy standards of quality, the Board of Directors shall appoint a monitor for each report to provide oversight for the peer review process and approval of the report for preview to the requesting organization. Subsequently, the report will be submitted to the Board for final approval and release to the public.

ARTICLE XIV

Books, Records and Annual Reports

Section 14.1. Books and Records. The Academy shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors; and shall keep at its registered office of principal place of business, or the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.

Section 14.2. Annual Report. An annual report shall be presented to the governor and state legislature. The report shall contain the annual reports of the treasurer and the auditor, a summary of the administration of trust funds, and a record of the activities of the Academy during the preceding year.

Section 14.3. Report of Financial Affairs. The treasurer shall prepare a full report of the financial affairs of the Academy at the end of each fiscal year. This report shall be submitted to the Board of Directors for approval, presented to the Academy at the next stated meeting, and submitted to the governor.

ARTICLE XV

Amendments

Upon resolution of the Board of Directors or on written proposal signed by five members, these Bylaws may be amended by ballot of the membership. All proposals to amend the Bylaws of the Academy shall be communicated to the general membership within at least 60 days’ notice of the annual meeting of the Academy. A majority of the vote cast by members present and voting shall be required for adoption of the amendment. Once the vote has been taken, members present and voting may then vote on whether to submit the proposed amendment to a vote of the entire Academy membership. In the latter case, the Secretary, within 30 days of the annual meeting, shall submit the proposed Bylaw amendment, accompanied by pro and con statements written in consultation with proponents and opponent of the proposed amendment, and the result of the vote taken at the annual meeting, to a ballot of the entire membership. A majority of the votes received from the full membership shall then decide the issue.

History of bylaws revisions

Amended September 20, 2012

  1. Addition of Past President as an officer
  2. Addition of Membership Committee as a standing committee
  3. Limit Board members to two consecutive 3-year terms
  4. Limit Treasurer and Secretary to three consecutive 2-year terms
  5. Revision of membership eligibility to include persons employed in Washington State
  6. Establishment of emeritus and deceased members
  7. Deletion of Section 3.12 Bonds

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