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 BYLAW I—NAME, TERRITORY AND HEADQUARTERS

Section 1. Name:

This organization shall be known as the Rochester Section, Incorporated, of the American Chemical Society and shall, where the context permits, be referred to hereinafter as the Section; the American Chemical Society shall, where the context permits, be referred to hereinafter as the SOCIETY.

Section 2. Territory:

The territory of the Section shall be that territory defined in the Articles of Incorporation.

BYLAW II—OBJECTS

The objects of the Section shall be to encourage in the broadest and most liberal manner the advancement of chemistry in all branches; the promotion of research in chemical science and industry; the improvement of the qualifications and usefulness of chemists through high standards of professional ethics, education, and attainments; the increase and diffusion of chemical knowledge; and by its meetings, professional contacts, reports, papers, discussions, and publications, to promote scientific interest and inquiry, thereby fostering public welfare and education, aiding the development of our country’s industries, and adding to the material prosperity and happiness of our people. To foster the improvement of the qualifications and usefulness of chemists, the Section shall be concerned with both the profession of chemistry and its practitioners.

BYLAW III—MEMBERS AND AFFILIATES

Section 1. Members:

(a) The members of the Section shall be all persons who are members of the SOCIETY residing within the territory of the Section, provided that exceptions to this rule shall be made in conformity with the Constitution and Bylaws of the SOCIETY. Any classes of membership shall conform with those set by the Constitution and Bylaws of the SOCIETY.

(b) Members of the Section may be assessed voluntary Local Section dues in accordance with the Constitution and Bylaws of the SOCIETY and upon approval of a majority of the Executive Committee.

(c) Members of the Section who qualify in the SOCIETY Bylaws for any reduced rate or who are members in emeritus status will be admitted to those Section events that bear a registration fee at a charge reduced from that paid by members who are responsible for full SOCIETY dues. The extent of the reduction shall be set by the Executive Committee and may differ according to the various means of qualification.

Section 2. National Affiliates:

(a) All persons who are National Affiliates of the SOCIETY residing within the territory of the Section shall be assigned as National Affiliates on the rolls of the Section, provided that exceptions to this rule shall be made in conformity with the Constitution and Bylaws of the SOCIETY.

(b) National Affiliates on the rolls of the Section may be assessed voluntary Local Section dues, in accordance with the Constitution and Bylaws of the SOCIETY, in an amount set by the Executive Committee. The sum total of such dues plus the Section allotment for the National Affiliate shall not exceed the Local Section Affiliate dues.

Section 3. Local Section Affiliates:

(a) The Section may admit persons who are not members or National Affiliates of the SOCIETY as Local Section Affiliates of the Section, as authorized by the Constitution and Bylaws of the SOCIETY.

(b) Dues for Local Section Affiliates shall be determined by the Executive Committee and shall not be less than two dollars ($2.00) per annum. However, a regularly matriculated student specializing in a chemical science may be accepted as a Local Section Affiliate on payment of one dollar ($1.00) per annum, except that dues may be waived in granting affiliate status to Student Affiliates of the SOCIETY.

(c) Any Local Section Affiliate who has not paid the required dues before February 1 shall lose affiliate status and shall be notified to that effect. Affiliate status may be reinstated at any time at the discretion of the Executive Committee by reapplication as provided elsewhere in these bylaws.

Section 4. Rights:

Members shall have such rights and privileges as are provided by the Constitution and Bylaws of the SOCIETY and of the Section. Upon payment of Local Section dues, National Affiliates assigned to the Section shall be permitted to participate in all activities of the Section, save those of voting for or holding an elective position of the Section, voting on articles of incorporation and bylaws of the Section, or serving as a voting member of the Executive Committee.

Local Section Affiliates shall be permitted to participate in all activities of the Section, save those of voting for or holding an elective position of the Section, voting on articles of incorporation and bylaws of the Section, or serving as a member of the Executive Committee.

BYLAW IV—ORGANIZATION

Section 1. Officers and Directors:

(a) The officers of the Section shall consist of the Chair, Chair-Elect (Vice-Chair when appointed to fill a vacancy, see Bylaw V, Sec. 3), Secretary, Treasurer, and the most recent Past Chair still a member of the Section. Their duties shall be such as are assigned to them by the Constitution and Bylaws of the SOCIETY, and such as may be delegated to them by the Executive Committee of the Section.

The officers also shall be considered as the Board of Directors of the Rochester Section, Incorporated, of the AMERICAN CHEMICAL SOCIETY. The Directors shall act as individual members of the Executive Committee; however, they may act ad interim for the Executive Committee.

(b) Terms of Office: The Chair and the Chair-Elect shall serve a one-year term. The Chair-Elect shall automatically succeed to the office of Chair, unless an interim appointee occupies the vacated office of Chair-Elect. In the event the office of Chair-Elect is filled by such interim appointment, the Section shall elect both a Chair and a Chair-Elect at its next annual election. The Secretary and Treasurer shall serve two-year terms and shall be elected so that, as far as is possible, only one position is filled each year.

Section 2. Councilors and Alternate Councilors:

(a) The Section shall have Councilors and Alternate Councilors as provided in the Constitution and Bylaws of the SOCIETY. Councilors, Alternate Councilors, and Temporary Substitute Councilors must be MEMBERS of the SOCIETY.

(b) Terms of Office: As far as possible, one-third of the total number of Councilors and Alternate Councilors shall be elected each year. The Councilors and Alternate Councilors shall serve three-year terms, as provided in the Constitution and Bylaws of the SOCIETY and may be re-elected for successive terms.

Section 3. Executive Committee:

The members of the Executive Committee of the Section shall be the officers, the Councilors and Alternate Councilors, and six elected Members-at-Large. The six Members-at-Large shall serve two-year terms and shall be elected so that, as far as is possible, one-half of the positions are filled each year. If any of the ex officio Councilors of the SOCIETY, as defined in SOCIETY Bylaws, are members of the Section, they shall be ex officio members of the Executive Committee. No elected member of the Executive Committee shall hold more than one position on the Executive Committee at the same time. The duties of each member of the Executive Committee shall be outlined in a procedures manual. Members elected to the positions of Councilor and/or Alternate Councilor are expected to take an active committee position within the Local Section during their tenure. The Chair, Chair-Elect, or a majority of voting Executive Committee members have authority to call a meeting of the Executive Committee. 

BYLAW V—MANNER OF ELECTION

Section 1. Nominations:

(a) The names of the members of the Committee on Nominations and Elections and a list of positions that are to be filled shall be announced to the membership through the Section publication. The membership shall be invited to send nominations to the Committee on Nominations and Elections at that time.

(b) The Committee on Nominations and Elections shall present to the Chair of the Section, not later than September l, a list of candidates for the offices of officers, Members-at-Large, and Councilors and Alternate Councilors that are to be filled for the coming year. There should be a competitive election for each position. The candidates shall have given their consent to run for the designated positions. All candidates for elective office shall be members of the Section; all candidates for Councilor or Alternate Councilor shall be MEMBERS of the SOCIETY.

Section 2. Suggestions and Petitions:

The list of selected candidates shall be announced to the membership of the Section. Further nominations for any position may be made by written petition to the Executive Committee if received by the Chair of the Committee on Nominations and Elections before the third Monday of October. Each such petition must be signed by two percent (2%) of the members of the Section, as determined by the last official Section count. Each such nomination by petition must be accompanied by a statement of consent of the candidate. The Section membership shall be informed of the specific numbers of signers needed and deadline date for nomination by petition for that year at the time the list of nominees is announced.

Each candidate shall provide a biographical sketch and shall be invited to provide a statement of policy, both of which shall be sent to all Section members.

Section 3. Balloting:

Prior to the first Monday in November, the Committee on Nominations and Elections shall prepare and send an election ballot to each member of the Section including the names of the candidates who need to be voted upon, listed in alphabetical order for each appropriate office.

The ballot shall be accompanied by biographical sketches of all candidates who need to be voted upon, unless all sketches have been published in the Section publication.

After marking the ballot, it must be placed in an unmarked envelope and then inside a return envelope on which or within which will include the hand-inscribed name of the voting member. The return envelope with the ballot must then be sealed and sent to the Committee on Nominations and Elections (or the Secretary, as may be specified) so as to be received by the stated deadline date.

A voter need not vote for all of the positions specified on the ballot; the vote shall be counted in the election for each position where intent is indicated clearly. However, no voter may submit more than one ballot, even though the purpose in so doing is to change, clarify, or add to the original ballot.

Section 4. Results and Certification:

The Committee on Nominations and Elections shall count all valid ballots and shall report the results of the election to the Chair prior to November 25. Election to the offices of Chair-Elect, Secretary, and Treasurer (and Chair, in those cases where an election is necessary) shall require a plurality of the votes cast for the office. Councilors, Alternate Councilors, and Members-at-Large shall be elected in accord with the number of votes received and the number of positions to be filled. In the event there is a tie vote for any position where resolution is required, the Executive Committee shall decide among the candidates receiving the highest number of votes for the position(s) in dispute.

As required by the Constitution of the SOCIETY, the Secretary shall certify the results of the election to the Executive Director of the SOCIETY. The names of the Councilors and Alternate Councilors elected for the following year shall be certified to the Executive Director as soon as possible after their election, and not later than December l. All officers, Councilors and Alternate Councilors, and Members-at-Large of the Executive Committee shall take office on January 1 following their election.

The results of the election shall be incorporated in a listing of the members of the Executive Committee for the following year, which shall be published in that issue of the Section publication whose deadline follows November 25, or otherwise announced to each Section member.

Section 5. Vacancies:

In the event of a vacancy in the office of Chair, the Chair-Elect shall assume the duties of Chair for the remainder of the term. An interim appointee to the vacated office of Chair-Elect shall be designated Vice-Chair and shall not automatically succeed to the office of Chair. This appointment is to be made by the Executive Committee. Any other vacancy shall be filled by the Executive Committee by interim appointment for the period up to the next annual election. At that time, the procedures for election as outlined in the bylaws of the Section shall be followed to fill any terms that have not yet expired.

BYLAW VI—RECALL OF ELECTED OFFICIALS

Section 1. The elected officials of the Section (officers or elected Executive Committee members) are subject to recall for neglect of duties or conduct injurious to the SOCIETY. This recall procedure is not applicable to Councilors or Alternate Councilors elected by the Section.

Section 2. The recall of an official shall be initiated when a signed petition, indicating in writing the specific charges and reasonable substantiating evidence, is submitted to the Chair from at least ten (10) voting members of the Section (as determined by the return votes from the most recent Section election and records kept by the Committee on Nominations and Elections). In the event the Chair is the official in question, the Chair-Elect shall receive the petition and shall assume the duties of the office of Chair with respect to this issue until the issue is resolved.

Section 3. The Chair (for this issue) shall, without delay, determine that the petitioners are aware of the gravity of their actions and the procedures to be followed. The Chair shall seek an alternate resolution to the problem and a withdrawal of the petition at this time. In the absence of a resolution to the problem, the Chair shall present the issue to the Executive Committee as a new business item at the next Executive Committee meeting.

(a) The Executive Committee shall promptly continue the recall process, or dismiss the petition as ill-founded, or find an alternative solution to the problem. The Chair shall promptly inform the petitioners and the official in question of the decision of the Executive Committee.

(b) If the proceedings continue, the Chair shall assign the duties of the official in question to another qualified member of the Section until the issue is resolved.

(c) If the proceedings continue, the official in question shall be offered an opportunity to answer the allegations in the petition before the Executive Committee. The Executive Committee shall decide whether to proceed after studying the response of the official in question. The Chair shall promptly inform the petitioners and the official in question of the decision of the Executive Committee.

(d) Should the official in question not repond to attempted contacts by the Chair and/or Executive Committee, the Executive Committee may remove the official in question with a two-thirds (2/3) vote of the remaining members.

(e) If the proceedings continue, the official in question shall choose one of the following options:

(1) The official in question may resign.

(2) The official in question may request a recall vote in the same manner as the original election, which must be consistent with Section bylaws. The voting membership shall be informed, through brief written statements prepared by the Executive Committee and the official in question, of the issues involved with the recall vote. Both statements shall be given to the voting membership before the vote is taken.

(3) The official in question may request a hearing and a recall vote by the remaining members of the Executive Committee. A two-thirds (2/3) vote of the remaining members of the Executive Committee shall be required to recall the official in question.

(4) The official in question may choose not to respond and thus forfeit the position.

Section 4. All votes by the Executive Committee not designated as requiring a two-thirds (2/3) majority shall be decided by a simple majority of the Executive Committee.

Section 5. The vacancy provisions of these bylaws shall be used to fill a vacancy caused by a recall process. The membership of the Section and the Executive Director of the SOCIETY shall be informed of the results of any recall process and the replacement of the official in question.

BYLAW VII—MEETINGS

Section 1. Annual Meeting:

The Directors shall hold an Annual Meeting of the members of the Section at which they shall present a report, as provided by New York State Not-for-Profit Corporation Law. This meeting shall be held in January unless otherwise determined by the Executive Committee.

Section 2. Other Meetings:

Other meetings of the members of the Section shall be held as deemed necessary to accomplish the objects of the Section.

Section 3. Executive Committee Meetings

Meetings of the Executive Committee shall be held monthly at the call of the Chair, except that at the discretion of the Chair, any meeting may be canceled.

Section 4. Quorum:

A quorum for the transaction of business requiring a vote at a meeting of the Executive Committee shall be a majority of the members of the Executive Committee. For any business requiring a vote of the general membership, as determined by the Executive Committee, a quorum for the transaction of business shall be five percent (5%) of the members of the Section, as determined by the last official Section count, or 50, whichever is smaller. The Directors may provide for proxy voting at any general business meeting of its members. Any petition for business requiring a vote by the general membership shall be signed by two percent (2%) of the members of the Section, as determined by the last official Section count.

BYLAW VIII—COMMITTEES

Section 1. Committees in General:

The Chair, with the approval of the Executive Committee, shall establish such committees as are deemed necessary to conduct the affairs of the Section. These committees shall be responsible to the Executive Committee and shall be under the direct supervision of the Chair of the Section, unless otherwise specified by the Executive Committee. The membership, functions, and duties of these committees may be altered by the Executive Committee at its discretion. Each committee shall submit a brief report in writing of its activities to the Chair of the Section, with a copy to the Secretary and the Treasurer (where applicable), six weeks prior to the due date for the annual report required by the SOCIETY and shall submit such ad interim reports as are requested by the Chair of the Section. The chair of each of these committees shall be appointed by the Chair of the Section with the approval of the Executive Committee. They shall be invited to attend meetings of the Executive Committee, but they shall not be considered members of the Executive Committee unless they are elected members of the Committee. Committees, outside of those for Nominations and Elections and Auditing, shall be listed in a procedures manual. Committee members shall be appointed by each committee chair.

Section 2.

No committee of the Section shall have the power to commit the Section to any action inconsistent with the bylaws of the Section or specific instructions from the Executive Committee. Thus, all financial donations to outside organizations shall be subject to approval by the Executive Committee.

The financial records of the Section, and any parts thereof, shall be audited by an independent committee of more than one person that shall be appointed by the sitting Chair with Executive Committee approval each year. This audit is to transpire before February 1 of each year. The Committee shall report its findings in the Section publication whose deadline is nearest to February 1.

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Section in all cases to which they are applicable and in which they are not inconsistent with these bylaws, with the Constitution and Bylaws of the SOCIETY, or with any special rules of order the Section or SOCIETY may adopt. A Parliamentarian may be appointed to aid the Chair of the Section in any rulings that deal with parliamentary procedure.

BYLAW XI—AMENDMENTS TO BYLAWS

A proposed amendment to these bylaws must first be submitted in writing to the Executive Committee. If approved by the Executive Committee, or upon the petition of two percent (2%) of the Section membership as of the last official Section count, the Secretary shall furnish all members of the Section with copies of the proposed amendment(s), either by letter, circular, or notice in the Section publication. At the time of the next annual election, the Committee on Nominations and Elections shall incorporate a mail ballot of the proposed amendment(s), along with the election ballot, and send it to all members of the Section.

The amendment is adopted by the Section if two-thirds (2/3) of the ballots returned to the Committee on Nominations and Elections, within 30 days after submission of the proposed amendment to the members, are in the affirmative, and provided that the total number of ballots returned equals at least ten percent (10%) of the Section membership as of the last official Section count, or 100, whichever is smaller.

These bylaws and all amendments thereto shall become effective upon approval by the Council Committee on Constitution and Bylaws, acting for the Council, unless a later date is specified.

BYLAW XII—LOCAL TECHNICAL ORGANIZATIONS

Section 1. The Executive Committee shall have the power to affiliate the Section with Local Technical Organizations, in accordance with the Constitution and Bylaws of the SOCIETY. Each such affiliation shall be specifically listed in the Section procedures manual.

Section 2. The Chair of the Section, with the approval of the Executive Committee, shall appoint whatever representatives (including alternates) that the Section is entitled to have within the governing body of any Local Technical Organization with which the Section is affiliated; however, continuation in office of such representatives from year to year shall require annual reappointment by the Chair of the Section with the approval of the Executive Committee. Such representatives shall be invited to attend meetings of the Executive Committee, but they shall not be considered members of the Executive Committee unless they are elected members of the Committee.

Section 3. No representative of the Section (see Sec. 2 of this bylaw) shall have the power to commit the Section to any action inconsistent with the bylaws of the Section or specific instructions from the Executive Committee; thus, all financial pledges pertaining to the Section in regard to a Local Technical Organization shall be subject to the approval of the Executive Committee.

BYLAW XIII—SPECIAL-PURPOSE FUNDS

The Executive Committee shall have the power to establish Special-Purpose Funds, to transfer Section general assets to such Funds, and to receive contributions for such Funds, for purposes consistent with the articles of incorporation and the objects of the Section. Assets in such Funds shall be segregated from other Section assets. Only the income from such Funds shall be expended, and expenditures from such Funds shall be only for purposes for which they were originally established, except as modified by compliance with the procedures to amend these bylaws.

BYLAW XIV—DISSOLUTION OF THE SECTION

Upon the dissolution of the Local Section, any assets of the Section remaining thereafter shall be conveyed to such organization then existent, within or without the territory of the Local Section, as is dedicated to the perpetuation of objects similar to those of the AMERICAN CHEMICAL SOCIETY, or to the AMERICAN CHEMICAL SOCIETY, so long as whichever organization is selected by the governing body of the Local Section at the time of dissolution shall be exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or under such successor provision of the Code as may be in effect at the time of the Section’s dissolution.

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