The following changes are recommended in the Articles of Incorporation and ByLaws (Sections to be deleted are underlined Additions to be made are in bold )
ARTICLES OF INCORPORATION AND BYLAWS
Note: Four changes to the Bylaws of the Florida Entomological Society were sanctioned at the 78th Annual Business Meeting held August 8, 1995, at the Cariari Hotel in San Jose, Costa Rica (refer to Edited Minutes of the 78th Annual Business Meeting in the March, 1996 issue of the Florida Entomologist, Vol. 79, no. 1). Presented here are the current Governing Documents of the Florida Entomological Society, including the Articles of Incorporation and the revised Bylaws. This updates the version published in 1982 (65(4):595-602) to which changes were added in 1985 (68(l):244-246).

 

 

ARTICLES OF INCORPORATION
I. NAME

The name of the corporation which heretofore has been the Florida Entomological Society, Inc. shall remain

Florida Entomological Society, Inc.

and said Corporation shall be a nonprofit corporation incorporated under Chapter 617, Florida Statutes, and it shall maintain its office at its Post Office address, Post Office Box 1007, Lutz, Florida 33548-1107.

 

II. OBJECT AND PURPOSE The objectives of the Corporation shall be: (1) to promote entomology as a science and as a profession; (2) to encourage research relative to insects and related arthropods in Florida; (3) to distribute and publicize knowledge pertaining to insects and related arthropods; and (4) to publish the Florida Entomologist; (5) the purposes for which the corporation is organized are exclusively scientific and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law; (6) notwithstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

 

III. MEMBERSHIP Section 1. Classes of Membership. -The classes of membership shall be Regular, Family, Student, Sustaining, Honorary, and Emeritus.

Section 2. Regular Membership. -All persons having entomological training and/or a sincere interest in entomology may apply for Regular Membership by submitting an application form and annual dues payment to the Business Manager. Regular Members shall have the privileges of voting, holding office, and otherwise participating in the affairs of the Society. They shall receive the Florida Entomologist and other Society publications.

Section 3. Family Membership. -Two or more persons in the same family with entomological training and/or a sincere interest in entomology may apply for family membership by submitting an application form and annual dues payment to the Business Manager. Family members shall have the privileges of voting, holding office and otherwise participating in the affairs of the Society. They shall receive only one copy of the Florida Entomologist and other Society publications. Annual dues shall exceed, but by not more than 50 percent, the dues of Regular Members.

Section 4. Student Membership. -Any person interested in entomology who is enrolled at a recognized educational institution may become a Student Member by submitting an application form and annual dues payment to the Business Manager. Student Members shall have the same privileges and benefits as Regular Members; however, they will pay reduced dues.

Section 5. Sustaining Membership.-Sustaining Members shall have the qualifications, privileges, and benefits of Regular Members, including voting by the designated institutional representative of each Sustaining Membership; however, their financial contribution will exceed that of annual dues. They shall be formally recognized for their beneficence.

Section 6. Honorary Membership. -Honorary Membership may be conferred by action of the Society on anyone who has performed distinguished service in the field of entomology. Special consideration should be given to service to entomology in Florida. Any member may nominate a candidate by submitting a written proposal to the Secretary. If approved by the Executive Committee, the candidate's name shall be submitted to the Society for secret vote by mail ballot at least 30 days prior to any annual meeting. Election to Honorary Membership shall require a two-thirds majority of those balloting. The total number of Honorary Members shall not exceed ten, and not more than two may be elected in any one year. Honorary Members shall have all the privileges of Regular Membership including a continuing subscription to the Florida Entomologist. They shall be exempt from annual dues.

Section 7. Emeritus Membership. -Regular Members in good standing who have retired from full-time employment may request emeritus status. Granting of emeritus membership shall require approval by a two-thirds majority of the Executive Committee. Emeritus Members shall be exempt from payment of annual dues and registration fee. They shall have all the privileges of Regular Members except they shall not receive the Florida Entomologist gratis; they shall have the privilege of subscribing at half Regular Membership rates.

IV. TERM OF EXISTENCE This corporation shall have perpetual existence.

 

V. OFFICERS MANAGING THE CORPORATION,

AND TIME OF ELECTION OR APPOINTMENT

 

 

The officers of this Society shall be a President, President-Elect, Vice-President, Secretary, Business Manager, and an Editor of the Florida Entomologist. The President-Elect, Vice-President and Secretary shall be elected annually. The Business Manager and Editor shall be hired annually for a term of three and two years, respectively, by the Executive Committee at salaries and under conditions to be determined by the Executive Committee. Both shall be non-voting members of the Executive Committee. The President-Elect and Vice-President shall automatically succeed the President and President-Elect, respectively. In case of death, incapacitation, or if the President leaves the Society, the President-Elect will assume the duties of the President.

 

VI. BOARD OF DIRECTORS The Board of Directors shall be composed of the Executive Committee.

 

VII. AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWS Amendments to the Bylaws (1) may be proposed at an annual meeting, or (2) may be proposed to the Executive Committee at any time by petition of 10 voting members. The President shall appoint a special committee to consider the proposed amendments, and this committee shall report its recommendation at the next annual meeting. Each Society member shall be supplied a copy of the proposed amendment by the Secretary at least 10 days prior to the annual meeting. A two thirds affirmative vote of the active membership present shall be required to sanction a change in the Bylaws and Articles of Incorporation. A quorum (Bylaws Article V.2) must be present. Minor changes in the wording of proposed amendments may be made during the course of their consideration.

 

 
REVISED BYLAWS
OF
THE FLORIDA ENTOMOLOGICAL SOCIETY, INC.

 

I. MEMBERSHIP

Section 1. Members shall not use the name of the Society for commercial advertising. Such a practice shall be sufficient ground for expulsion from the Society.

 

Section 2. A member may be dropped from membership in the Society by action of the Executive Committee for conduct which in any way injures the Society or affects adversely its reputation. Before expulsion, a person shall have the right to a hearing before the Executive Committee.

 

 

II. OFFICERS

Section 1. The President shall preside at the annual meeting of the Society, serve as Chairperson of the Executive Committee, and otherwise shall have and exercise such powers as are reasonably necessary to carry out these duties, including the filling of vacancies on standing committees and naming special committees. The President shall deliver an address at the annual meeting over which he presides.

Section 2. The President-Elect shall assume the duties of the President in the latter's absence. The Vice-President is next in line for President if neither the President nor President-Elect can fulfill the duties of the President. The President-Elect shall be the Chairperson of the program of the Annual Meeting; shall be an ex-official member of the Membership Committee; shall be in charge of all Sustaining Membership; fulfill specific duties as outlined by the President; develop projects that may be completed during his term of office.

Section 3. The Vice President shall be the Assistant Chairperson of the program of the annual meeting. The Vice President shall be the Chairperson of the Local Arrangements Committee of the annual meeting.

Section 4. The Secretary shall make and preserve a record of the meetings of the Society and of the Executive Committee, submit a record of the Society's proceedings to the Editor for publication, and conduct general correspondence of the Society except as otherwise provided.

Section 5. The Business Manager shall collect all moneys due, pay all bills incurred by the Society, act as Business Manager for publications, act as Business Manager of the annual meeting submit a report at each annual meeting and comply with all other duties of the position description established by the Executive Committee.

Section 6. The Editor of the Florida Entomologist shall serve as chairman chairperson of the Publications Committee, be knowledgeable of the editorial policies of the Florida Entomologist, work closely with the Associate Editors and authors in reviewing and selecting manuscripts for publication in the Florida Entomologist, and comply with all other duties of the position description established by the Executive Committee.

 

III. EXECUTIVE COMMITTEE Section 1. There shall be an Executive Committee consisting of the President; President-Elect; the Vice President; the Secretary; the Business Manager; two members-at-large, one of whom shall be elected each year to serve for 2 years and 2 student members; a representative of each Affiliation; the chairperson of the Public Relations Committee Long-Range Planning Committee; the immediate Past President; and the Editor of the Florida Entomologist. Chairpersons of the various committees will be invited to attend the Executive Committee meetings as non-voting members. The President shall act as Chairman of the Committee. The Executive Committee shall be in charge of affairs, funds, and property of the Society, and shall conduct the business of the Society subject to decisions on policy by the membership by mail ballot or at an annual meeting. The President may call Executive Committee meetings at any time. The presence of four members of the Executive Committee at any meeting shall establish a quorum, provided all Executive Committee members have been notified in advance of the meeting. The Executive Committee may vote on matters by mail ballot.

Section 2. Vacancies that occur in any office of the Executive Committee, except representative of each affiliate, shall be filled by approval of two-thirds of the Executive Committee. Vacancies occurring among the affiliate representatives shall be filled immediately by the affected affiliate.

 

IV. STANDING COMMITTEES Section 1. The standing committees shall include: Publications, Public Relations, Program, Local Arrangements, Membership, Honors and Awards, Nominating, Resolutions, Fiscal, Student Activities, and Long-Range Planning. All committee chairpersons and members shall be approved, or appointed if required, by the incoming President. All standing committees shall document their activities and provide an annual report to the Secretary.

Section 2. The Publications Committee shall consist of the Editor and Associate Editors of the Florida Entomologist, and the Business Manager of the Society. Each will serve a three-year term except the Editor (two-year term). The Executive Committee shall appoint all members of this Committee. This Committee shall be entrusted with responsible for publication of the Florida Entomologist. The Executive Committee shall be responsible for determining publication policies.

Section 3. The Public Relations Committee shall consist of at least three members. Each will serve a three-year staggered term, one new member to be appointed each year by the incoming Chairperson. The Chair of the Committee shall be inherited by virtue of seniority on the committee. This Committee shall handle such matters as publicity, education, and general public relations for the society. This committee shall work closely with the President in fulfilling those objectives, and where possible shall (1) provide representation at public hearings on matters which affect the interests of the profession; (2) keep informed on all public affairs affecting entomology, including legislation, and represent the Society in all such matters by offering advise and counsel to the State Government and to the public in these matters; and (3) promote activities designed to improve the status of professional entomology.

Section 4. The Program Committee shall consist of at least three members, including the President-Elect and the Vice President. Each shall serve a one-year term. The Chairperson, President-Elect of the Society, will appoint the other members. This committee shall solicit and schedule speakers, compose and distribute a written program, and in conjunction with the Executive and Local Arrangements Committees coordinate all activities necessary for the annual meeting.

Section 5. The Local Arrangements Committee shall consist of at least three members. Each will serve a one-year term. The Chairperson, after appointment by the President, will designate the other two members. This committee shall handle local publicity for the annual meeting, coordinate arrangements with the Business Manager for registration, assure that there will be adequate meeting and exhibit space, provide for a banquet and entertainment if such are to be held, and make other necessary detailed arrangements in cooperation with the Executive and Program Committees.

Section 6. The Membership Committee shall consist of at least five members. Each will serve a five year staggered term, one new member to be appointed each year by the incoming Chairperson. The Chair of the Committee shall be inherited by virtue of seniority on the committee. This committee shall actively search for and solicit new members for the society among professional workers, students, and amateurs in entomology.

Section 7. The Honors and Awards Committee shall consist of at least three members. Each will serve a three-year staggered term, one new member to be appointed each year by the incoming Chairperson. The Chair of the Committee shall be inherited by virtue of seniority on the committee. This committee shall evaluate candidates for honors, and present appropriate awards to entomologists who make outstanding contributions to science and to the public. The committee need not necessarily honor any individual or organization yearly.

Section 8. The Nominating Committee shall consist of at least three members. The Chairperson, Past-President of the Society, will appoint the other two members. All will serve for one year. This committee shall solicit nominations from the Society at large and prepare a list of candidates comprising one nominee for each elective office for presentation to the membership at the annual meeting. at least 2 nominees for Vice President, Member at Large, and Secretary. Ballots will be mailed out at least 30 days prior to the annual meeting. The committee shall secure the consent of each candidate before presentation. ballots are mailed. If suitable candidates are not elected, candidates also may be nominated from the floor at the annual meeting.

Section 9. The Resolutions Committee shall consist of at least two members. Each will serve a two year staggered term one new member to be appointed each year by the incoming Chairperson. The Chair of the Committee shall be inherited by virtue of seniority on the committee. This committee shall formally recognize and commend individuals and organizations that contribute materially to attainment of the Society's objective as stated in the "Governing Documents". The committee shall express the membership's encouragement of and support for activities that directly affect the Society, entomology, and the biological sciences in general.

Section 10. The Fiscal Committee shall consist of at least three members. Each will serve a three-year staggered term one new member to be appointed each year by the incoming Chairperson. The Chair of the Committee shall be inherited by virtue of seniority on the committee. This committee shall audit the accounts, examine the annual "Report of the Business Manager", and review the overall financial condition of the Society at least once each year. The committee shall recommend action for improving the management of resources to achieve the Society's "Object and Purpose".

Section 11. The Student Activities Committee shall consist of at least three members. Each will serve a three-year staggered term, one new member to be appointed each year by the incoming Chairperson. The Chair of the Committee shall be inherited by virtue of seniority on the committee. This committee shall solicit speakers, conduct judging, and bestow awards for the annual student paper contest. The committee shall coordinate special activities that involve the participation of student members in Society affairs.

Section 12. The Long-Range Planning Committee shall consist of at least five members. Each will serve a five-year staggered term one new member to be appointed each year by the incoming Chairperson. The chair of the Committee shall be inherited by virtue of seniority on the committee. This committee shall provide long-term continuity, direction, and leadership for the Society by: (1) advising and assisting the Executive Committee in overseeing long-range fiscal policies and other policies of the Society, (2) fostering liaison with allied scientific and technological organizations, and (3) initiating special projects to further the Society's aims.

 
 
V. MEETINGS

Section 1. There shall be an annual meeting. The time and place of such meeting shall be decided by the Executive Committee.

Section 2. Forty members shall constitute a quorum for the transaction of business of the Society.

Section 3. Special meetings may be called by the Executive Committee, and may be called by the President upon written request of ten members. Notice of such meetings shall be provided to all members by the Secretary at least ten days prior to such meetings.

Section 4. Matters of major importance may, upon approval of the Executive Committee, be placed before the membership between annual meetings by mail ballot.

 

VI. FUNDS

Section 1. The funds of the Society shall consist of three types: an operating fund, a reserve fund, and a designated fund.

Section 2. The operating fund shall consist of those funds collected from dues, page charges, subscriptions, back issues, registration and other such funds not specified as reserve or designated funds.

Section 3. The reserve fund shall include undesignated bequests, donations, gifts and other such property and funds as may be specified by the Executive Committee. Reserve funds shall be invested and shall be in the custody of the Executive Committee. The investments may be used to meet the necessary expenditures, but if not used during the year, it is to be left in the reserve fund. The reserve fund may be expended only upon the recommendation of the Executive Committee.

Section 4. The designated funds shall include bequests, donations, gifts and other such property and funds as may be specified by the donor.

Section 5. Said corporation is organized exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Section 6. No part of the net earnings of the corporation organization shall insure to the benefit of, or be distributable to its members, trustees, Board of Directors, officers, or other private persons, except that the corporation organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation organization shall not carry on any other activities not permitted to be carried on (a) by a corporation an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 1986 or the corresponding provision of any future United States Internal Revenue Law or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).

Section 7. Upon the dissolution of the corporation, the Board of Trustees (Board of Directors) shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

[Revised section 7. based on non-profit status: Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or shall be distributed to the Federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is located, exclusively for such purposes.]

VII. DUES

Section 1. Dues shall be set by the Executive Committee subject to approval of the Society at a business meeting or by mail ballot. Dues cover one calendar year, and are payable prior to January 1 of that year.

Section 2. Persons who apply for membership before July 1 shall have their membership begin the preceding January 1; those applying at a later date shall have their membership begin the following January 1, unless the earlier date is requested.

Section 3. Dues are in arrears January 1 of a calendar year. Members in arrears will forfeit all Society privileges.

Section 4. Members have the right to resign. Resigned members may be reinstated through regular application procedures.

 

 

VIII. PUBLICATIONS The Society shall issue a publication containing the transactions of its meetings and such other matters as may be of interest to entomologists. This publication shall be known as the Florida Entomologist and shall be issued at such intervals as may be determined by the Society or by the Publications Committee.

 

IX. AFFILIATES Section 1. Affiliates may be established on a geographical basis for the purpose of holding meetings, presenting papers, conducting conferences, and stimulating interest in entomology.

Section 2. Membership in an Affiliate shall be restricted to members of the Society residing or stationed in the area covered by the Affiliate.

Section 3. The officers of each Affiliate shall be a Chairperson, a Vice-Chairperson, a Secretary-Treasurer, and a representative on the Executive Committee. They shall be elected annually by procedures to be adopted by the Affiliate.

Section 4. Affiliates may hold meetings or conferences at appropriate times and places. Affiliates shall not charge dues, but they may charge registration fees for those in attendance at meetings in an amount to be determined by the Affiliate. A charge may also be made for the proceedings, minutes, or records of Affiliate meetings.

Section 5. To become established, proposed Affiliates must formally petition the Society, be endorsed by the Executive Committee, and be approved by the Society. The petition must set forth the territorial limits of the proposed Affiliate and indicate clearly the particular purpose for which the Affiliate is to be formed; that an organized group of Society members desiring to form an Affiliate already exists; and that the establishment of the proposed Affiliate will be useful to the Society and to entomology.

Section 6. An Affiliate shall submit reports to the parent Society in order to maintain its status as an Affiliate. The frequency and details of this report shall be determined by the Executive Committee of the Society.

 

X. SOCIETY AFFILIATION The Society may affiliate with other organizations in order to further the aims of the Society, upon recommendation of the Executive Committee and approval by vote of the membership.

 

XI. PARLIAMENTARY AUTHORITY In matters of procedure not stipulated by the Articles of Incorporation or Bylaws, the authority followed shall be Robert's Rules of Order.