CONSTITUTION
ASSOCIATION OF
ECOSYSTEM RESEARCH CENTERS
(Adopted October,
1987)
(Amended, October
24, 1988)
(Amended, November
19, 1990)
(Amended, May 10,
1996)
ARTICLE I: NAME
The name of the Association hereby incorporated is the ASSOCIATION OF ECOSYSTEM RESEARCH CENTERS, INC.
ARTICLE II: PURPOSE
The purpose of the Association of Ecosystem Research Centers (AERC) is to support and encourage cooperation in research and training among ecosystem centers, strengthen ecosystem research and its applications; advance understanding of ecosystem science at local, regional, national and international levels; and engage in such other activities within the meaning of section 501 (c) 3 of the I.R.C. (1954), as may be required to fulfill this objective.
ARTICLE III: MEMBERSHIP
Any center actively engaged in ecosystem research or training is eligible for nomination and election to membership. To remain in good standing, a Center must continue to adhere to the purposes of the Association, be active in the Association and pay any fees required of members.
ARTICLE IV: CRITERIA FOR
MEMBERSHIP
“Members” are institutions (centers, programs, institutes, named laboratories, and certain types of schools or departments) having the above commitment to ecosystem programs and meeting the criteria for membership. The criteria to be used for election to membership will include the following:
(i) An Institution whose name shall be registered as the member, having a substantial commitment to ecosystem programs within its mission.
(ii) Research Staff whose principle active interest and experience is at the ecosystem level.
(iii) A Mission that maybe principally training or research, in the former case offering a substantial number of courses in ecosystem studies, and in the latter case do significant ecosystem-level research as evidenced by publications.
(iv) Consideration for membership will be based on (a) the mission statement of the candidate institution; (b) a summary of its recent course offerings, research programs, personnel and budget (as appropriate); and (c) vitae of the principle ecosystem scientists. Review of the applications and approval for membership will be by a majority vote of the Board of Directors.
ARTICLE V: THE COUNCIL, ITS
MEMBERSHIP AND MEETINGS
The council of AERC will consists of The Board of Directors and one representative of each center currently in good standing, for which one alternate may be designated. This representative and the alternate will receive minutes and all other mailings. The Council will meet at least once each year, ordinarily at the Annual Meeting. Meetings will be called by the Secretary with at least one month’s notice to members. Approval of business matters at the Annual Meeting will be voted upon by a majority of those council members present.
ARTICLE VI: OFFICERS AND
BOARD OF DIRECTORS
The Board of Directors includes the officers and three members-at-large. The officers will consist of the Past-president, a President, a President-elect, a Secretary, and a Treasurer. Uncompleted terms of any member of the Board of Directors will be temporarily filled through an election. The replacement will serve the duration of the original term. Starting with the 2007 election for 2008 officers, the term of treasurer will be for two years. The treasurer position will be voted on in odd-numbered years. Starting with the 2008 election for 2009 officers, the terms of the President, President-elect, and Secretary will be for 2 years. The President-elect and Secretary positions will be voted on in even-numbered years. The officers will be elected by a majority of representatives present at the annual Council meeting and will serve two years. Officers can be reelected.
The Board of Directors will meet four times a year, ordinarily once in each three month period, or as often as needed to carry out the functions of the Association between Council meetings. The President must convene an official meeting of the Council at least once a year. One-half of the members of the Board of Directors, including the President or a member designated to represent the President, shall constitute a quorum. The President shall have the power to appoint committees.
ARTICLE VII: PROGRAMS AND
LIMITATIONS ON ACTIVITIES
The Association is organized exclusively for the charitable, educational and scientific purposed within the meaning of the sections 170(c)(2)(B), 501(c)(3), 2055(a)(2) of the Internal Revenue Code of 1954. No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall be empowered to make the election authorized under section 501 (h) of the Internal Revenue Code of 1954. The Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in the Bylaws.
ARTICLE VIII: FEES
The annual fee for membership in the Association is set by the Board of Directors and must be approved by the Council at the annual meeting. The Treasurer will invoice each member institution for annual fees.
ARTICLE IX: COMMITTEES
At or before each annual meeting the President will name a Nominating Committee to recommend candidates for officers and general directors. In addition there will be a standing committee on Public Affairs.
ARTICLE X: DISSOLUTION
Upon dissolution of Association of Ecosystem Research Centers assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, i.e., charitable, educational, religious or scientific, or corresponding section of any future federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose.
However, if the named recipient is not then in existence or no longer a qualified disturbee, or unwilling or unable to accept the distribution, then the assets of the Association of Ecosystem Research Centers shall be distributed to a fund, foundation or corporation organized exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code.)
ARTICLE XI:
AMENDMENT OF THE CONSTITUTION AND ESTABLISHING
BYLAWS
The Constitution may be amended upon recommendation of the Board of Directors followed by written notice of the amendment to all members of the Council two months prior to the annual meeting of the Council, and followed by a majority vote and official meeting of the Council. Bylaws may be established or amended upon motion made and approved at the annual meeting of the Council.