BYLAWS OF THE CONSORTIUM OF SOCIAL SCIENCE ASSOCIATIONS
ARTICLE I
Purposes
This Corporation is organized for the purpose of promoting the social and behavioral sciences. This includes, but is not limited to, legislative and policy activities directly related to the advancement of the social and behavioral sciences, educating members of the public on the utility of social and behavioral science research, and facilitating discourse on issues and concerns of the Governing Members. In conducting its activities the Corporation shall operate at all times so as to maintain its qualification for exemption from federal income tax under section 501(c)(6) of the Internal Revenue Code of 1986 (or corresponding provisions of subsequent Internal Revenue Codes).
ARTICLE II
Prohibited Activities
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the directors or officers of the Corporation, except that the Corporation may pay reasonable compensation for services rendered to or for the Corporation. The Corporation is not organized for profit, nor shall it engage in any activities that would prevent it from qualifying as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986 (or corresponding provisions of subsequent United States Internal Revenue law).
ARTICLE III
Offices
1. Registered Office and Agent. The registered office of the Corporation shall be in the District of Columbia.
2. Other Offices. To facilitate its business the Corporation may also have offices at such other places, both within and without the District of Columbia, as the Board of Directors may from time to time determine.
ARTICLE IV
Members
1. Governing Members. Governing membership in the Corporation is intended for associations in the social and behavioral sciences that are comprehensive in scope, are membership societies having as a core part of their mission support for research, have rotating leadership, and are 501(c)(3) corporations.
Comprehensive associations have all of the following characteristics:
- They are an association for the discipline or field whose membership is national or international in scope.
- They have the resources to act in support of COSSA goals and initiatives.
The Governing Members of the Corporation shall determine eligibility for governing membership in light of these principles. New Governing Members must be voted in by the affirmative vote of at least two-thirds of the associations constituting the Governing Members at the time of invitation.
National membership societies in the social and behavioral sciences that are comprehensive in scope and that meet the other eligibility criteria are expected to join at the level of Governing Member.
Continuing membership is contingent upon payment of annual dues at a specified level to be determined by the Board of Directors. Governing Members are expected to appoint a person to represent the organization with respect to its membership in the Corporation. In the absence of communication from the Member indicating that a different person has been appointed to fill this role, the representative shall be presumed to be the Governing Member’s senior staff person (Executive Director or similar position).
2. Withdrawal. Any Governing Member may withdraw from the Corporation at any time by giving written notice to the Secretary. Such withdrawal shall take effect at the time of receipt of the notice, or at any later time specified therein. A withdrawing Governing Member shall be relieved from liability for any dues or assessments levied in respect to any fiscal period commencing after the effective date of the withdrawal. A Governing Member may not change its membership to a Non-Governing category, or rejoin at a different membership level, except with approval from the Board of Directors.
3. Non-Governing Members. Other organizations interested in supporting the Corporation may join as Non-Governing Members. Categories of Non-Governing membership and the criteria to qualify for Non-Governing membership shall be established and may be changed by resolution of the Board from time to time.
Non-Governing Members shall not be entitled to vote or to exercise any other powers or rights exclusive to Governing Members.
4. Meetings. Governing Members of the Corporation shall meet annually at a time and place set by the Board. Special meetings shall be called on petition of twenty percent or more of the Governing Members. Notice of the time and place of such meetings shall be provided to Governing Members at least thirty but no more than sixty days before a meeting. The Board may set a record date for identifying members eligible to participate in Board meetings, which in the absence of action by the Board shall be sixty days in advance.
ARTICLE V
Board of Directors
1. Powers. The business and affairs of the Corporation shall be managed by a Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited or reserved to the Governing Members by statute or by the Articles of Incorporation or these Bylaws.
2. Number and Composition. The Board of Directors shall consist of one representative of each Governing Member and three to five at-large Directors, to be elected as set out in paragraph 4 below. The Board representative of a Governing Member shall ordinarily be the Member’s senior staff person (Executive Director or similar position). A Governing Member may appoint a different representative upon written notice to the Corporation that the representative has been made fully aware of her or his responsibilities and authority as a Director. The Executive Director of the Corporation shall serve as a non-voting member of the Board.
3. Terms of Service. The Board representative of a Governing Member shall serve as a Director until his or her successor is appointed. The term of an at-large Director is for three years, with eligibility for reappointment, and begins on January 1. The terms of at-large Directors will be staggered, with at least one Director seat opening each year.
4. Selection of At-Large Directors. The at-large Directors shall be elected by vote of the Board of Directors. The Nominations Committee shall propose a slate for consideration.
5. Meetings. The Board of Directors shall meet at such time and place as may be fixed by a resolution of the Board. Notice of the time and place of regular meetings shall be provided to all Directors no less than ten days in advance of the meeting, except that the Board may set a schedule for meetings at the beginning of each one-year (or shorter) period, and notice of that schedule shall be sufficient notice of all regularly scheduled meetings for that period. Special meetings may be called at any time by the Secretary upon the request of the Chair or any two Directors on 7 days’ notice to each Director. Notice may be provided by mail, in person, or by electronic communication to an address or service provided by the Director for that purpose.
6. Voting and Quorum. At any meeting of the Board of Directors, a simple majority of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of all business. A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute or by these Bylaws. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present.
7. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if written consent setting forth such action is signed by all of the Directors entitled to vote thereon, and such written consent is filed with the minutes of proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote.
8. Participation in Meetings by Communications Technology. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meetings.
9. Vacancies. Each Governing Member shall have the power to fill any vacancy on the Board of Directors occurring by reason of death, resignation, or removal of any Director appointed by it. The remaining Directors shall have the power to fill any vacancy occurring by reason of the death, resignation or removal of any at-large member of the Board. In the event of a vacancy in an at-large position with twelve or more months remaining in the term, a new Director shall be named for the remainder of the term.
10. Resignation and Removal of Directors. Any Director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Chair or Secretary. The acceptance of a resignation shall not be necessary to make it effective. A Director may be removed with or without cause, at any time, by the Governing Member which appointed him or her. At-large Directors may be removed with or without cause, at a meeting of the Board duly called for that purpose with at least 14 days written notice provided a quorum is present and a majority of the votes cast at such meeting approve the action.
ARTICLE VI
Committees of Directors
1. Finance Committee. The Finance Committee will provide oversight for all aspects of the finances of the Corporation. The Finance Committee shall be chaired by the Treasurer and consist of at least two other voting members appointed by the Board Chair for two-year, staggered terms, which may be renewed. The Board Chair may alter the size of the committee from time to time so long as the committee consists of at least three members. The Chair and Executive Director shall serve as ex officio, nonvoting members of the Committee, except that the Committee shall have the authority to hold executive sessions consisting only of its voting members.
2. Nominations Committee. The Nominations Committee is responsible for recruiting, vetting, and recommending to the Board candidates for at-large Director consideration. In addition, the Committee shall propose a slate of nominees for open Officer positions. The Nominations Committee shall consist of at least three members appointed by the Board Chair for two-year, staggered terms, which may be renewed. The Chair may alter the size of the committee from time to time by appointing more or fewer members, so long as the Committee includes at least three members. The Board Chair shall appoint a chair of the Nominations Committee to serve a two-year term.
3. Other Committees. Committees other than the Finance Committee and Nominations Committee shall be created and have at least two members.
4. Procedure; Meetings. Unless the Board provides otherwise in a resolution establishing a Committee, each Committee shall fix its own rules of procedure and shall meet at such times and at such places as may be provided by such rules or as the Chair of the Committee shall provide. Committees of the Board shall keep regular minutes of their meetings and deliver such minutes to the Board of Directors.
5. Removal and Resignations. Any member of a Committee may be removed, with or without cause, at any time, by the Board of Directors. Unless otherwise specified therein, resignation by a Committee member shall take effect upon receipt of written notice by an officer of the Corporation.
ARTICLE VII
Officers
1. Positions. The officers of the Corporation shall be a Chair, a Treasurer, and an Executive Director who shall also serve as Secretary of the Corporation. The Board may appoint other officers as it deems appropriate. The officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as prescribed by the Bylaws or is, from time to time, determined by the Board of Directors. One person may hold more than one office if so appointed by the Board, except that in no event shall the offices of Chair and Treasurer be held by the same person.
2. Election and Term of Office. Each officer of the Corporation shall be selected or elected by the Board of Directors and shall serve a term of two years, with the exception of the Executive Director who shall serve until resignation or removal by the Board. The Chair and Treasurer shall serve no more than two successive terms, with no lifetime limit. The Nominations Committee shall propose a slate of nominees for open Officer positions. Election or appointment of an officer shall not itself create any contractual rights.
3. Resignation and Removal. Whenever in their judgment the best interest of the Corporation will be served thereby, any officer may be removed from office by the affirmative vote of a majority of the Board of Directors. Such removal shall not prejudice the contractual rights, if any, of the person so removed. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the Chair or the Secretary.
4. Chair. The Chair shall preside at all meetings of the Board of Directors and shall perform such other duties and have such other powers as may be vested in the Chair by the Board of Directors. In the absence of the Chair, the Treasurer or another Officer shall preside. While the authority to formulate and interpret the duly adopted policies of the Corporation resides in the Board, between meetings of the Board the Chair may make such provisional rulings as are necessary for the operation of the Corporation, subject to review by the Board at its next meeting. The Chair shall be elected from among the Governing Member associations.
5. Secretary. The Secretary shall attend all meetings of the Board of Directors and shall record the proceedings of such meetings. The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors. In the absence of a different Board determination, the Executive Director shall serve as Secretary in a non-voting capacity.
6. Treasurer. The Treasurer shall review and approve the arrangements for the receipt, custody and disbursement of the Corporation’s funds and for keeping the Corporation’s accounts. He or she shall arrange for the annual audit and present the auditor’s report to the Board of Directors. He or she shall review the Corporation’s investments and make recommendations regarding investment policies to the Board. The Treasurer shall also serve as Chair of the Finance Committee.
7. Executive Director. The Executive Director shall be the chief executive officer of the Corporation and direct the transaction of its business. The Board shall appoint and may remove the Executive Director. The Executive Director shall have charge of the central office of the Corporation. He or she shall formulate plans and implement policies for the accomplishment of the Corporation’s objectives, and upon the approval of the Board shall be responsible for their administration. All committees may, when appropriate, look to him or her for advice and assistance in their work. He or she shall make an annual report to the Board.
ARTICLE VIII
General Provisions
1. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year, with the initial fiscal year to commence on January 1 of the year of incorporation.
2. Funds. The Corporation may seek and receive, by grant, contract, or otherwise, funds from sources interested in supporting and participating in the activities of the Corporation so long as such funding is consistent with the provisions of Article I above.
3. Dissolution. The Board of Directors may adopt a resolution by the affirmative vote of two-thirds of the entire Board to dissolve the Corporation. All assets of the Corporation shall be distributed as authorized by the Articles of Incorporation and directed by the Board of Directors.
ARTICLE IX
Amendments
These Bylaws may be amended by the affirmative vote of two-thirds of the entire Board of Directors, provided thirty days’ notice of the proposed amendment(s) has been sent to all members of the Board, unless such timely notice is duly waived by every such member.
The foregoing Bylaws were adopted by the Board of Directors on December 16, 2022 and are effective immediately.