The Phycological Society of America, Inc. Bylaws
[Revision: 12th June 2019]
ARTICLE I. NAME:
The Phycological Society of America, Incorporated (hereinafter referred to as "The Society") is incorporated under the laws of the State of Maryland without capital stock and is not operated for profit.
ARTICLE II. PURPOSE:
The purpose of The Society shall be to promote the advancement of Phycology and to foster phycological research.
ARTICLE III: MEMBERSHIP:
Active membership shall be open to an individual interested in phycology. Application for membership and appropriate dues as determined by the Executive Committee and approved by the membership (Article V, Section 2) shall be submitted to the PSA business partner or to the Membership Director. A member in good standing shall have the right to vote, to hold office, to serve on committees, and to receive current publications of The Society, including the Journal of Phycology and the Phycological Newsletter. Each member shall be provided and/or have electronic access to a copy of the Bylaws. Active membership may be: Full, Student, Joint, Retired, Life, Postdoctoral/Transitional, or Teacher/Pupil.
Full Member: A person who is not eligible for, or who does not desire membership in, the following categories may apply for Full Membership.
Student Member: A full-time (degree seeking) student, whose status is verified annually by the Advisor, may apply for Student Membership.
Joint Members: Members of the same family may apply for Joint Membership. Joint Members have the same privileges as other members except that they receive only one (1) copy of each current publication.
Retired Members: A member who has been a Full or Joint Member for ten (10) or more years, upon retirement from active professional duties, may apply for Retired Membership. Those seeking Retired status shall apply to the Membership Director indicating dates of initial membership and of retirement. Retired Members shall receive current mailings and publications of The Society, except for the Journal of Phycology. Retired Members wishing to receive theJournal of Phycology will pay a fee determined by the Executive Committee.
Life Members: Any Member may, upon payment of the sum specified by the Executive Committee, become a Life Member. Life Members shall not thereafter be required to pay dues.
Postdoctoral/Transitional Members: A person who occupies a postdoctoral research position and/or one who is in the process of seeking permanent post-doctorate employment, but who has not yet obtained such a position, may apply for Postdoctoral/Transitional Membership. Status is to be verified annually by the current or former Supervisor. Postdoctoral/Transitional Membership shall be limited to a total of five (5) years beyond the doctoral degree.
Teacher/Pupil Members: A person who is a full- or part-time secondary school teacher or pupil may apply for Teacher/Pupil Membership.
ARTICLE IV. SECTIONS OF THE SOCIETY:
Local, state, regional, and special interest groups may affiliate with The Society if their general aims conform to those of The Society.
Section 1.
Sections shall organize under probationary status for three (3) years, after which permanent status shall be granted by approval of two-thirds (2/3) of the Executive Committee. If permanent status is denied, the probationary status may be extended three (3) additional years, after which permanent status must be granted or the Section disbanded.
Section 2.
To obtain recognition as a Section of The Society, the group shall present a petition bearing the signatures of three percent (3%) of the total membership of The Society.
Section 3.
Membership in a Section shall not confer membership in The Society; there shall be no financial obligation or responsibility between the Section and The Society. Publications of Section activities (print, film, electronic) construed as publications of The Society as a whole, shall, upon recommendation of the Publications Committee, have approval of the Executive Committee.
Section 4.
The Membership Director shall review the membership of each Section annually. Affiliation of a Section shall lapse when the Section no longer includes three percent (3%) of The Society's active membership.
ARTICLE V. FISCAL YEAR AND DUES:
Section 1.
The fiscal year shall coincide with the calendar year (January 1 to December 31).
Section 2.
Upon recommendation of the Executive Committee, the dues shall be determined at the Annual Meeting by at least sixty percent (60%) of the members voting. If there is no Annual Meeting, or if unforeseen circumstances prevent a vote on dues at that meeting, at least a sixty percent (60%) approval of the members voting by electronic mail shall determine the dues. Notice of the amount of dues shall be sent to each member by October 15 of the preceding fiscal year.
Section 3.
Annual dues shall be payable January 1 and if not paid by February 15, membership shall be forfeited automatically. A member may be reinstated upon payment of current dues, and shall receive the publications of the year for which dues are paid. Members wishing reinstatement for the years prior to the immediately previous year, shall pay the current membership dues for each of those years.
Section 4.
Members living in foreign countries who are prevented from paying dues because of currency restrictions may have these dues suspended by petitioning the Executive Committee. They shall be liable for back dues when the restrictions are removed.
ARTICLE VI. OFFICERS AND DUTIES:
Section 1. Officers.
The officers of The Society shall be:
a President, a Vice-President/President-elect and Immediate Past President who shall serve a term of one (1) year or until their successors assume office, except the immediate Past President who shall not have a successor;
a Secretary, a Treasurer, a Program Director, a Communications Director, and a Membership Director who shall serve terms of three (3) years or until their successors assume office;
an International Vice-president and a Student Member who shall serve terms of two (2) years until their successors assume office;
a Chair of the Board of Trustees, the Fund Manager of The Phycological Society of America Endowment, and the Editors of the Journal of Phycology, who shall serve terms of five (5) years or until their successors assume office. The Chair of the Board of Trustees and the Fund Manager shall serve staggered terms, and both positions shall not be elected in the same year. The Executive Committee is authorized to extend the term of either the Chair or the Fund Manager should their terms end simultaneously. Terms may not be extended such that tenure limits are violated (Article VII, Section 6).
Election shall be according to the provisions of Article VII, with the Secretary elected in year X, the Treasurer and Program Director in year Y, and the Membership Director and Communications Director in year Z.
Section 2. Assumption of Office.
The Officers shall assume office and Chairs of Standing Committees shall assume office on January 1 of the year following their election/appointment except for the Program Director and Chair of the Grants and Fellowships Committee. The Program Director will assume office and Chair the Program Committee on January 1 of the second year following his or her appointment after serving as a regular member of the Program Committee for one year. The Chair of the Grants and Fellowships Committee shall take office at the conclusion of the annual meeting following their appointment rather than the subsequent January 1st. The Editors of the Journal of Phycology and the Phycological Newsletter shall assume office no later than January 1 following election/appointment.
Section 3. Duties of Officers.
President: The President shall be the chief executive officer of The Society; preside at all meetings of The Society, of the Executive Committee, and of the Executive Council; be a non-voting ex-officio member of all committees, including the Board of Trustees; in consultation with the Executive Committee appoint Chair and members of all committees, unless otherwise specified by these Bylaws or by the order creating same; in consultation with the Executive Committee may delegate certain duties; and perform such duties as usually pertain to the office.
Vice-president/President-elect: Vice-president/President-elect: In the inability of the President to be present or to perform the duties, the Vice-president/President-elect shall assume the duties of the President. The Vice-President/President-elect shall maintain the "Executive Handbook" detailing the duties of each officer; notify officers of duties; serve ex-officio on the Program Committee, Hoshaw Committee, and Grants and Fellowships Committee; be an ex-officio, non-voting member of all other committees, unless noted otherwise, and the Board of Trustees and perform such other duties as may be delegated.
Past President: The immediate Past President shall implement, maintain and propose changes as necessary in Bylaws of the Society and be responsible for preparing Bylaw amendments approved by the Executive Committee for approval by the membership (Article VII, Section 3c); provide the Communications Director and the other members of the Executive Committee an updated copy of the bylaws reflecting any approved changes at the end of the Past-Presidents term of office; advisor to the Election Director; and perform such other duties as may be delegated.
Secretary: The Secretary shall maintain the records of The Society; maintain minutes of all meetings of The Society and of the Executive Committee; maintain and update the "Executive Handbook" detailing the duties of each officer and incorporating changes suggested by officers and agreed by the Executive Committee; conduct the correspondence of The Society; receive committee and other organization reports at least four (4) weeks prior to the Executive Committee meeting; prepare an Agenda upon advice from the President and distribute such with pertinent reports to members of the Executive Committee at least three (3) weeks prior to the Annual Meeting; have on hand at all times the Bylaws of The Society; and perform such other duties as may be delegated.
Treasurer: The Treasurer may be bonded and insured in the amount determined by the Executive Committee, cost of said bond and insurance to be incurred by The Society; receive all monies of The Society, except The Society Endowment; be responsible for maintaining accurate records of all monies and of disbursements made on vouchers signed by the person responsible for incurring the expenditure; sign for recurring disbursements, as current publications of the Society, and expenses specifically approved by the Executive Committee; cosign with the President (or if the President is not available, with the Vice-president/President-elect or Secretary) special disbursements over an amount specified by the Executive Committee; file appropriate government forms as required by law; present a financial report at each Annual Meeting and at such other times as the Executive Committee shall require; and serve ex-officio on the Board of Trustees. At the conclusion of the term of office the Treasurer shall present a report by a qualified auditor of all financial transactions occurring during the term of office.
Program Director: The Program Director shall serve as Chair of the Program Committee and shall be responsible for organizing the program, collecting abstracts of the scientific presentations, preparing the program book, and supplying abstracts in appropriate format for publication as a Journal of Phycology Supplement if such a product is needed. Working with the Treasurer, the Program Director will also be responsible for developing the business plan for the Annual Meeting. The Program Director will lead the planning of future meetings including symposia; serve as a non-voting ex-officio member of the Education Committee, and Student Presentations Committee; and perform other duties related to success of the Annual Meeting.
Membership Director: The Membership Director shall maintain accurate membership files; serve as Chair of the Membership Committee responsible for increasing memberships and subscriptions to the current publications of The Society; receive and acknowledge the application of each new member; prepare a Membership Directory; prepare a Membership Brochure; and perform such other duties as may be delegated.
Chair of the Board of Trustees: The Chair shall preside over the Board of Trustees as outlined in Article VIII, Section 3 and Article XI.
Fund Manager of The Phycological Society of America Endowment: The Fund Manager shall receive all endowment funds and other assets as designated by the Executive Committee; place said funds in Trust Account(s) in an institution insured by the Government of the United States; maintain accurate records thereof; supervise the investment of funds; disburse funds as approved by the Executive Committee on vouchers signed by the person incurring the expense; submit annual reports of funds to the Treasurer and President of The Society; and present at each Annual Meeting a financial report prepared by a qualified auditor. The Fund Manager shall be a member of the Board of Trustees.
Editors of the Journal of Phycology: The Editors shall be responsible for carrying out publication policy as determined by the Executive Committee and for reviewing and editing manuscripts submitted for publication in the Journal of Phycology. The Editors shall be assisted by Associate Editors and an Editorial Board consisting of not fewer than twelve (12) nor more than twenty-four (24) persons (Article VII, Section 5) whose duties shall be to assist in review of material submitted for publication and to advise on publication policy.
Communications Director: The Communications Director shall be responsible for coordinating and/or maintaining the Society’s Website, the PSA Listserver and the publication of the Phycological Newsletter. A Communications Committee consisting of not fewer than six (6) persons shall assist the Communications Director in these activities. Duties for each activity can be assigned to committee members as described in Article X, Section 8.
Student Member: The student member shall serve a term of two years or until his/her successor assumes office and must be a student at the time of nomination. The student member shall seek input on a variety of issues from the student membership, coordinate student functions and involvement in society activities and perform such other duties as may be delegated.
International Vice-president: The International Vice-president shall serve a term of two years or until his/her successor assumes office and must be based at an institution outside of the United States and Canada at the time of nomination. The International Vice-president shall seek input on a variety of issues from the international membership; serve as the liaison between the Society and phycologically-related groups internationally; serve ex-officio on the Program Committee and Membership Committee; and be an ex-officio, non-voting member of the Board of Trustees.
Section 4. Contractual Obligations.
The President and Secretary, after consultation with the rest of the Executive Committee, will act as signatories for all contractual obligations of The Society.
ARTICLE VII. NOMINATIONS AND ELECTION:
Section 1. Nominations.
The Election Director (Article X Section 2) shall solicit from the membership nominations for elective positions to be filled and shall prepare and tabulate the ballots for such positions (Section 3 following).
Section 2. Selection of Executive Committee Members.
The Elected Offices shall be the Vice-president/ President-elect, Secretary, Treasurer, International Vice-president, Communications Director, Membership Director, and a student member. They shall be elected in accordance with Section 3a, following. The Executive Committee Nominees shall be the Board of Trustees Chair and the Fund Manager of The Society Endowment, the Editors of the Journal of Phycology and the Program Director, who upon recommendation by the Executive Committee, shall be confirmed by majority approval of the voting membership in accordance with Section 3b, following.
Section 3. Election.
Elected Offices:
i) A Nomination Ballot soliciting nominees for the Elected Offices, including the Student Member, shall be sent to the membership no later than February 1 . The results of the advisory Nomination Ballot shall be tabulated between fourteen (14) and twenty-eight days (28) days after date of issue.
ii) An Election Ballot shall be prepared by the Election Director, in consultation with the President and Vice-president/President-elect. The ballot shall offer no more than three (3) nominees for each seat to be filled. The Director shall inform each potential nominee of the duties of said office and that if elected his/her attendance is encouraged at the Annual Meeting at which the election results are to be announced. Each nominee shall agree in writing to serve if elected. The Election Ballot shall be circulated to all members no later than April 1. Between fourteen (14) and twenty-eight days (28) days after the date of issue, the ballots shall be tabulated. The Election Director shall report the results to the President who shall, within one week, notify the nominees receiving the highest number of votes for each position and shall declare them duly elected at the subsequent Annual Meeting. In the event of a tie, the retiring Executive Committee shall select, by ballot, the winner.
iii) A minimum of 2 nominees are required for each position. In the event that a minimum number of nominees do not emerge from nominating procedures outlined above, the Election Director will consult with the President and Executive Committee to identify additional qualified candidates. A ballot with fewer than the required number of candidates may be approved by majority vote of the Executive Committee).
Executive Committee Nominees: The Executive Committee Nominees' names shall be submitted for approval by the membership as part of either the Nomination or the Election Ballot (Section 3a).
Bylaws revisions: Revisions to these Bylaws approved by the Executive Committee shall be submitted to the membership for approval on the first ballot following the meeting of their ratification.
Section 4. Vacancies.
With the exception of the office of President, vacancies occurring in any elective office shall be filled by the Executive Committee, and the officer or officers so chosen shall serve only pro tempore until the vacancy is filled by the next election. If for any reason the office of President becomes vacant, the Vice-president/President-elect shall assume that office and serve as President for the remainder of the unexpired term, as well as the regular term following. Vacancies for Executive Committee nominees shall be filled as in Section 3, preceding.
A vacancy may be declared by the Executive Committee upon recommendation of the Executive Council (Article VII, Section 2) for any Officer or Standing Committee Chair who becomes unable to or otherwise does not perform the duties outlined in these bylaws or delegated by the Executive Committee.
Section 5. Selection of Editorial Board.
Journal of Phycology: Each member shall serve for a three (3) year term and shall not serve for more than two (2) consecutive terms. Annually, one-half (1/2) of the vacant positions shall be filled by the Editors in consultation with the Executive Committee. The remaining one-half (1/2) of the Editorial Board shall be elected by members of The Society (Section 3, preceding). The Editors may appoint Associate Editors to assist in the review process. All Editorial Board members, including all Associate Editors, shall hold membership in The Society.
Members of the Editorial Board shall assume office at the discretion of the Editor, but no later than January 1 of the year following election/appointment.
Section 6. Tenure.
An officer, except President, Vice-president/President-elect, and Past President, may hold the same office for only one (1) additional term, except if the Vice-president/President-elect fills the President's office vacancy (Section 4, preceding). An officer shall serve no more than two (2) consecutive terms in a given office, and should serve no more than ten (10) consecutive years on the Executive Committee, except by a three-fourths (3/4) approval vote of the Executive Committee. The student member shall serve for one term of two (2) years only.
ARTICLE VIII. EXECUTIVE COMMITTEE, EXECUTIVE COUNCIL, BOARD OF TRUSTEES:
Section 1. Executive Committee.
There shall be an Executive Committee comprised of the President, Vice-president/President-elect, Secretary, Treasurer, International Vice-president, Program Director, Membership Director, Chair of the Board of Trustees, Fund Manager of The Society Endowment, an Editor of the Journal of Phycology, Communications Director, the immediate Past President, and a student member.
The Executive Committee shall approve all contracts recommended by the Board of Trustees and/or pertinent committee (also see Article VI, Section 4). The Executive Committee shall have power and authority over the affairs of The Society not specified by these Bylaws or the Articles of Incorporation of The Society.
The Executive Committee shall approve the recommendations of the President in appointing annually the Chair and members of all Standing Committees, and such ad hoc committees as needed. committees as needed. Membership of Committees is effective January 1, unless otherwise provided by the Executive Committee or these Bylaws.
The Executive Committee shall authorize publication of the Bylaws of The Society, the Minutes of the Annual Meeting, the Financial Reports of the Treasurer and Fund Manager of The Society Endowment, a Membership Directory, and/or other publications as deemed necessary.
The Executive Committee shall appoint annually the local representative for the Annual Meeting and representatives to other societies/organizations as deemed advisable.
Section 2. Executive Council.
There shall be an Executive Council comprised of the President, the Immediate Past President, the Vice-president/President-elect, the Treasurer, and the Chair of the Board of Trustees, which shall be empowered to make decisions in an emergency. A written record of all actions shall be maintained, and all decisions shall have eighty percent (80%) approval of the entire Council.
Section 3. Board of Trustees.
The Board of Trustees shall serve in an advisory capacity to the Executive Committee of the Society. The Board shall invest the endowment funds; attempt to increase the endowment; and help establish guidelines for programs conducted by The Society.
The Board shall consist of five (5) members, including the Chair of the Board of Trustees, the Fund Manager of The Society Endowment, and three (3) additional members selected by the Executive Committee. The Executive Committee shall nominate the Chair of the Board of Trustees and the Fund Manager of The Society Endowment, who shall be approved by the majority of the membership voting by mail ballot (Article VII, Section 2, 3b).
Each member of the Board of Trustees shall serve a term of five (5) years, with one (1) member elected/appointed each year. Board members shall be eligible for only two (2) terms. The President, Vice-president/President-elect, International Vice-president and the Treasurer of The Society shall be members ex-officio, with the President, Vice-president/President-elect and international Vice-president non-voting members.
There shall be one member of the Board appointed to each of the Publication, Education, Hoshaw, and Grants and Fellowships Committees to serve ex-officio as coordinator for the Board and the specific Committee and may serve as Chair of the Committee.
ARTICLE IX. MEETINGS:
Section 1. Society Meetings.
The Society shall meet at least annually at the time and place determined by the Executive Committee in consultation with the membership.
Forty (40) qualified voting members of The Society shall constitute a quorum.
Section 2. Executive Committee Meetings.
The Executive Committee shall meet on call of the President or upon written request of three (3) members. The Executive Committee shall meet at least once during the fiscal year prior to the Annual Meeting. Outgoing and incoming officers should be present to insure continuity when the new officers assume their offices. The incoming officers shall not have a vote at the Executive Committee meetings until they assume office. Chairs of the Standing Committees may be invited to attend meetings, but shall not have a vote.
Electronic communication in lieu of meetings can be used to conduct Society business. A record of proposals, motions and decisions will be kept by the Secretary and included in the Executive Committee minutes to be approved at the next Executive Committee meeting.
Six (6) voting members, including four (4) elected members, of the Executive Committee shall constitute a quorum.
Section 3. Executive Council Meetings.
The President with concurrence of two (2) members of the Executive Committee may declare an emergency. If not possible to meet in person, a conference telephone call may be substituted. One member of the Executive Council shall be appointed Recorder, to provide a written record of the actions of the meeting.
ARTICLE X. STANDING COMMITTEES:
Numbers of committee members specified in this article are minimum numbers that can be exceeded at the discretion of the President in consultation with the Executive Committee. All standing committees shall have at least one student member who is appointed by the President in consultation with the Executive Committee. Appointments are for one year, but appointments are renewable for an additional year.
Section 1. Program Committee
The Program Committee, chaired by the Program Director, shall include the Vice president/President-elect, the International Vice-president, the Local Representatives for coming Annual Meetings, two regular appointive members having two-year staggered terms, a student member, and the incoming Program Director in the year before the incoming Program Director takes office. The Committee shall be responsible for organizing the program at the Annual Meeting; for collecting and supplying for publication the presentation abstracts; and for making long-term plans for future meeting and symposia programs.
Section 2. Election Director.
There shall be an Election Director appointed for a three (3) year term. A member of the Society with relevant experience will be appointed, or reappointed annually by the President. The Director may serve no more than two terms, and their membership shall be announced at the Annual Meeting. (Duties: Article VII, Section 3).
Section 3. Membership Committee.
There shall be a Membership Committee consisting of the Membership Director who shall be the Chair, the International Vice-president, a student member, and at least one (1) member appointed for a three (3) year terms. The Committee shall assist in increasing the number of members, and subscribers to the Journal of Phycology.
Section 4. Publication Committee.
There shall be a Publication Committee consisting of three (3) to five (5) members appointed for three (3) year terms on a staggered basis, one (1) member of the Board of Trustees ex-officio, and a student member. A member of the Society with relevant experience will be appointed, or reappointed, annually by the President to serve as Committee Chair. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. The Publication Committee shall solicit and expedite the production of non-journal print publications and non-print media of interest to members of The Society, recommend contracts to the Executive Committee for approval, and work with the authors and publishers to publicize Society publications.
Section 5. Education Committee.
There shall be an Education Committee consisting of at least two (2) members appointed for three (3) year terms on a staggered basis: the Program Director (ex-officio); a student member; and one (1) member of the Board of Trustees (ex-officio). A member of the Society with relevant experience will be appointed, or reappointed, annually by the President to serve as Committee Chair. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. The Committee shall promote and improve teaching and research in phycology through such activities as seminars, conferences, workshops, and production of educational materials, such as films and electronic media items; and recommend contracts to the Executive Committee for approval. The Committee shall maintain close liaisons with the Publication Committee to ensure uniformity in contract arrangements, and with the Program Committee to ensure that activities of the Education Committee are included in the Annual Meeting.
Section 6. Grants and Fellowships Committee.
There shall be a Grants and Fellowships Committee consisting of six (6) members appointed for three (3) year terms, with two (2) appointed each year, one (1) member of the Board of Trustees, a student member, and the Vice-president/President-elect, who shall be Vice-chair. A member of the Society with relevant experience will be appointed, or reappointed, annually by the President to serve as Committee Chair. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. In the event that the Chair becomes vacant or cannot fulfill his/her duties, the Vice Chair will assume the duties of the Chair until the Chair is able to assume his/her duties or a new Chair is appointed. The Committee shall review applications or proposals for selected competitive programs established by The Society, including as the grants-in-aid and Croasdale Fellowships, and any other competitive programs as assigned by the Executive Committee or the Board of Trustees (Article XI) but not assigned to other Committees according to these bylaws.
Section 7. Archives Committee.
There shall be an Archives Committee consisting of an Archivist, who shall be Chair; and three (3) members appointed for three (3) year terms, with one (1) appointed each year and a student member. The Committee shall be responsible for collecting, assembling, safely preserving and displaying materials concerning The Society and its activities.
Section 8. Communications Committee.
There shall be a Communications Committee consisting of the Communications Director, who will chair the committee; the Web Site Editor; and the Phycological Newsletter Editor who is appointed by the Executive Committee, and, as needed, any such additional members as the President chooses to appoint. The committee shall be responsible for coordinating the communication activities and infrastructure of the Society by maintaining the electronic components and publishing the Phycological Newsletter.
Section 9. Specific Award Committees.
The Student Presentations Committee shall consist of at least three (3) regular members appointed for staggered three (3) year terms, a student member, and the Program Director, ex officio. A member of the Society with relevant experience will be appointed, or reappointed, annually by the President to serve as Committee Chair. The Chair shall also serve on the Hoshaw Committee. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. The Committee shall facilitate the organization of the Bold Award Competition (Article XI, Section 5b) and the Ralph A. Lewin Award Competition (Article XI, Section 5h); and, with the assistance of evaluators recruited by the committee from The Society membership will constitute the ad hoc Judging Committees that shall select the winners of the Bold and Lewin Awards. In the event of ties, the Judging Committees may designate more than one awardee.
2. The Gerald W. Prescott Award Committee shall consist of six (6) members appointed for three (3) year terms, with two (2) appointed every two years, and a student member. A member of the Society with relevant experience will be appointed, or reappointed, annually by the President to serve as Committee Chair. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. The Committee shall solicit nominations of scholarly books and/or monographs (including edited volumes and electronic works comparable in scope and quality) in English devoted to phycology published during the previous two years and select the most outstanding. In the event of a tie, the Committee may designate more than one awardee. The award may be presented annually or biennially (see Article XI, Section 5c).
3. The Luigi Provasoli Award Committee shall consist of the current Editors and Editorial Board of the Journal of Phycology, with an Editor as Chair, and a student member. The Committee shall select the three (3), or fewer, outstanding papers published in the Journal of Phycology during the fiscal year prior to the year of the award (Article XI, Section 5d).
4. The Award of Excellence Committee shall consist of seven (7) PSA members including the Past President, the Student Member of the EC, and five other members appointed to staggered three (3) year terms. A member of the Society with relevant experience will be appointed, or reappointed, annually by the President to serve as Committee Chair. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. The Committee shall identify one or more scientists to receive the PSA Award of Excellence; one or more awards may be made each year. Recipients of the Award of Excellence shall be chosen on the basis of their sustained scholarly contributions in, and impact on, the field of phycology, through a distinguished record of scholarly activity. Nominations will be welcomed for all fields of research/teaching on algae and also should highlight the candidates' service to PSA and/or other phycological societies.
5. The Hoshaw Committee shall consist of five (5) members: one (1) member of the Board of Trustees (3-year term), the Chair of the Student Awards Committee (annually appointed), one (1) student member (annually appointed), the Vice-president/President-elect (1-year term), who shall be Vice-chair, and one (1) member of the Society with relevant experience who will be appointed, or reappointed, annually by the President to serve as Committee Chair. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. In the event that the Chair becomes vacant or cannot fulfill his/her duties, the Vice Chair will assume the duties of the Chair until the Chair is able to assume his/her duties or a new Chair is appointed. The Committee shall review applications for the Hoshaw Travel Awards.
Section 10. Algae and Human Affairs Committee.
There shall be an Algae and Human Affairs Committee with at least 5 members including 1 student members. The Chair shall be a member of the Society with relevant experience who will be appointed or reappointed annually by the President. Three-year staggered terms will be used to constitute the Committee. Three-year staggered terms will be used to constitute the Committee. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. The committee shall: 1) advertise and administer the awarding of the Tiffany Award and 2) promote awareness of the importance of algae to Homo sapiens.
Section 11. Norma J. Lang Fellowship Committee.
The Norma J. Lang Fellowship Committee shall consist of the Secretary of the PSA, who will serve as Chair, the Past President, Vice President/President Elect, the two most senior Lang Fellows (serving their second and third years of their three year Fellowship), one senior PSA member, and one student member, always with an odd number of total members. The senior PSA members and student member will be selected by the Chair. No member of the committee may serve a term of more than six consecutive years. The Committee shall evaluate the received proposals and make one award each year.
Section 12. Inclusivity, Diversity, Equity, and Access Committee.
The Inclusivity, Diversity, Equity, Access (IDEA) Committee shall consist of five (5) members appointed for staggered two (2) year terms, including one (1) graduate student, two (2) early career (less than 5 years post-Ph.D.), and two (2) senior career members. A member of the Society with relevant experience will be appointed, or reappointed, annually by the President to serve as Committee Chair. No member of the Committee, including the Chair, may serve a term exceeding six consecutive years. The Committee shall be responsible for advising the Executive Committee on IDEA issues for the society and for promoting and improving equity, diversity, and inclusivity through activities such as, but not limited to: surveying the PSA membership on a regular basis to obtain summary demographic data to inform outreach and to assess membership needs; reviewing nomination and award processes for students and other PSA awards and the selection process for speakers in plenaries and symposia; initiating and facilitating trainings/conversations/dialogs/workshops at annual meetings; advising on new outreach initiatives; and researching and adopting best practices conducted by other professional societies to foster IDEA. The Committee shall maintain close liaisons with the Program Committee to ensure that activities of the IDEA Committee are included in the Annual Meeting, and with the Membership Director to assess progress in recruiting and retaining diverse members.
ARTICLE XI. ENDOWMENT FUNDS:
Section 1.
The Society shall maintain The Phycological Society of America Endowment Fund to support awards, special projects and programs to promote various aspects of phycology. Only the income from investments of the endowment funds shall be available for such awards, projects or programs. The Executive Committee in consultation with the Board of Trustees, shall accept and administer bequests and gifts for the endowment, under the provisions of these Bylaws. Bequests and gifts received for specific purposes shall be administered in accordance with the wishes of their donors, if compatible with the purposes and activities of The Society. Awards, prizes and recurring special programs shall, in general, be supported by specific endowments. Bequests and gifts without specific designation shall be designated by the Executive Committee upon recommendation of the Board of Trustees. Operating expenses for activities of the Endowment Funds shall be available from the income of the endowment, as approved by the Executive Committee upon recommendation by the Board of Trustees.
Section 2.
Endowment funds shall be managed by the Board of Trustees (Article VIII Section 3). The Board of Trustees shall report to the Executive Committee and The Society at the Annual Meeting.
Section 3.
The accounts of endowment funds shall be managed by the Fund Manager of The Society Endowment and examined at the close of each fiscal year by the Treasurer and the Chair of the Board of Trustees to ensure that the accounts are in order. The Chair of the Board of Trustees will present a report of this examination to the membership at the annual business meeting.
Section 4.
Review of Endowment. At ten (10) year intervals after initiation, each endowment award, prize and special program shall be reviewed by the Board of Trustees.
If the Board recommends termination, such recommendation shall be presented to the Executive Committee, who shall review such award, prize or special program and recommend termination by voting to submit the proposal for termination to the membership. Termination shall be effected by two-thirds (2/3) approval of the voting membership.
Funds from terminated endowments shall be transferred to another specific endowment or to the General Endowment as recommended by the Board of Trustees and approved by the Executive Committee.
Section 5. Endowment Funds.
As necessary, the Executive Committee, in consultation with the Board of Trustees shall establish specific endowment funds. If no designation is made by the donor, the Executive Committee shall designate the funds.
General Endowment Fund. The Fund shall accumulate from contributions not specifically designated for another endowment. Funds may be allocated for specific purposes and activities of The Society. Such funds may include:
Education and Research Fund to promote and improve teaching and research by seminars, conferences, workshops, research grants, and fellowships;
Publication Fund to promote non-journal publications, film, and electronic media materials in conjunction with the Education Fund;
Lecture Fund to promote lectures and symposia.
Other funds may be established as determined by the Executive Committee in consultation with the Board of Trustees. Named funds shall be amended to these Bylaws (Article XIII).
The Harold C. Bold Endowment Fund. The Bold Award was established in 1973 by the students of Harold C. Bold, former president of The Society and a distinguished teacher and researcher at Columbia University, Vanderbilt University, and The University of Texas at Austin. The Bold Endowment Fund may be used to supplement, as necessary, travel expenses for those competing for the Bold Award which is given for outstanding graduate student paper(s) presented at the Annual Meeting, as determined by the Student Presentations Committee (Article X, Section 9a). The Award shall consist of a certificate and a monetary prize. Only students who are members of the Society are eligible to participate.
The Gerald W. Prescott Endowment Fund. The Prescott Award was established in 1982 by students, friends and colleagues of Dr. Gerald W. Prescott, a Founder and former president of The Society and distinguished teacher and researcher at Willamette University, Albion College, Michigan State University, and The University of Montana. The Prescott Award is presented annually or biennially, at the discretion of the Prescott Award Committee, to the author(s) of the most outstanding scholarly book and/or monograph (including edited volumes and electronic works comparable in scope and quality) in English devoted to phycology published during the two years prior to the year in which the award is given, as determined by the Gerald W. Prescott Award Committee (Article X, Section 9b). The Award shall consist of a certificate and a monetary prize.
The Luigi Provasoli Endowment Fund. The Provasoli Award was established in 1984 by friends and colleagues of Dr. Luigi Provasoli, first Editor of the Journal of Phycology, a former president of The Society and a distinguished teacher and researcher at the University of Milano (Italy), University of Camerino (Italy), St. Francis College, Brooklyn College, Yale University, and the Haskins Laboratories of Pace University. The Provasoli Award is presented annually to the author(s) of the three (3), or fewer, outstanding papers published in the Journal of Phycology during the fiscal year prior to the year in which the award is made, as determined by the Luigi Provasoli Award Committee (Article X, Section 9c). The Award shall consist of a certificate and monetary prize.
The Hannah C. Croasdale Endowment Fund. The Croasdale Fellowship was established in 1987 to honor Hannah T. Croasdale, a Founder and former president of The Society and a distinguished teacher and researcher at Dartmouth College and the Marine Biological Laboratory. The Croasdale Fellowship is to assist graduate students who are members of The Society to enroll in phycology courses at biological field stations. Based on the funds available, the Grants and Fellowships Committee shall determine the recipient(s) (Article X, Section 6). Only students who are members of the Society are eligible to apply.
The Robert and Ruth Hoshaw Endowment Fund. The Hoshaw Travel Award was established in 1993 to honor Robert Hoshaw, former president of The Society, First Chair of the Board of Trustees, and a distinguished teacher and researcher at the University of Arizona, and Ruth Hoshaw, a tireless supporter of activities at the Annual Meeting and the development of the Endowment. The Hoshaw Travel Fund shall fund student travel to attend the Annual Meeting of The Society. Based on the funds available, the Hoshaw Committee shall determine the recipient(s) (Article X, Section 6). Only students who are members of the Society are eligible to apply.
The Journal of Phycology Endowment Fund. The Journal Fund was established in 1996 to provide support for publication of the Journal of Phycology.
The Ralph A. Lewin Endowment Fund. The Lewin Award was established in 2009 by colleagues of Ralph A., Lewin, former president of The Society and a distinguished teacher and researcher at The University of California at San Diego, Scripps Institution of Oceanography. The Lewin Endowment Fund supports the Lewin Award, given for outstanding graduate student poster(s) presented at the Annual Meeting, as determined by the Student Presentations Committee (Article X, Section 9a). The Award shall consist of a certificate and a monetary prize. Only students who are members of the Society are eligible to participate.
ARTICLE XII. PARLIAMENTARY AUTHORITY:
Sturgis' Standard Code of Parliamentary Procedure shall govern The Society in all instances not covered by these Bylaws or the statutes under which The Society is incorporated.
ARTICLE XIII. AMENDMENTS:
Proposals for amending the Bylaws shall be submitted to the Executive Committee or introduced at the Annual Meeting for discussion. Proposals that have been approved by a two-thirds (2/3) vote of the total Executive Committee shall be submitted to the membership on the next Election Ballot (Article VII, Section 3aii). Affirmative votes by two-thirds (2/3) of the members voting on the question constitutes membership ratification of the amendment.
ARTICLE XIV. GENERAL PROHIBITIONS:
Notwithstanding any provision of the Bylaws of The Society which might be susceptible to a contrary construction:
The Society shall be organized and operated exclusively for scientific and educational purposes;
No part of the net earnings of The Society shall or may under any circumstances inure to the benefit of a private shareholder or individual;
No substantial part of the activities of The Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation;
The Society shall not participate in, or intervene in (including the publishing or distributing of statements), a political campaign on behalf of a candidate for public office;
The Society shall not;
lend a part of its income or corpus, without the receipt of adequate security and a reasonable rate of interest to;
pay compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered to;
make a part of its services available on a preferential basis to;
make a purchase of securities or a property, for more than adequate consideration in money or money's worth from;
sell securities or other property for less than adequate consideration in money or money's worth to;
engage in other transactions which result in a substantial diversion of its income or corpus to; an officer, member of the Executive Committee, or substantial contributor to The Society.
The prohibitions contained in this subsection (e) do not mean to imply that The Society may not make such loans, payments, sales or purchases to anyone, unless such authority be given or implied by other provisions of the Bylaws.
ARTICLE XV. DISTRIBUTION ON DISSOLUTION:
In the event of dissolution of The Society, the Executive Committee shall distribute the assets and accrued income to one or more organizations as determined by the Executive Committee, but which organization or organizations shall meet the limitations prescribed (Article XIV).