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Bylaws of the Society for Conservation Biology
Bylaws of the Society for Conservation Biology
Article I. NAME
The name of this organization shall be the Society for
Conservation Biology, hereinafter referred to as the
Society.
Article II. PRINCIPAL OFFICE
The principal office of the corporation for the
transaction of business shall be determined by the
Board of Governors and may be located outside the
State of California.
Article III. MISSION
The Mission of the Society for Conservation Biology
is to advance the science and practice of conserving
the Earth’s biological diversity.
Article IV. MEMBERSHIP
SECTION 4.01 Composition
The Society is open to any person throughout the
world. Members pay dues, have voting rights, may be
elected to office, may serve as members of
committees, and join the Society’s Regional Sections,
Chapters, and Working Groups.
SECTION 4.02 Termination of Membership
i. Grounds for Termination
The membership of an individual shall terminate upon
the occurrence of any of the following events:
(a.) A failure to renew his or her membership by
paying dues on or before their due date;
(b.) His or her notice of resignation delivered to the
President or Secretary of the Society personally or by
mail or by electronic communication, such
membership to terminate upon the date this notice is
received by the Society unless a later date is specified
in the notice; or
(c.) A determination by at least two-thirds of the
voting Governors that the member has engaged in
conduct materially and seriously prejudicial to the
interests or the purposes of the Society and should be
expelled from the Society.
ii. Procedure of Expulsion
As Amended July 3-4 2017
Following the determination that a member should be
expelled under this section, the following procedure
shall be implemented:
(a.) A notice shall be sent by first class or registered
mail to the last address of the member as shown in the
Society’s records, setting forth the expulsion and the
reasons therefore. Such notice shall be sent at least
fifteen days before the proposed effective date of the
expulsion.
(b.) The member being expelled shall be given an
opportunity to be heard, either orally or in writing, at
a hearing to be held not less than five days before the
effective date of the proposed expulsion. The hearing
shall be held by the Board of Governors in
accordance with the quorum and voting rules
applicable to the meetings of the Board. The notice to
the member of his or her proposed expulsion shall
state the date, time, and place of the hearing on his or
her proposed expulsion. The member and the Board
of Governors may participate via conference call or
other means by which everyone participating in the
hearing may hear all the others.
(c.) Following the hearing the Board shall decide
whether or not the member should in fact be expelled,
suspended, or sanctioned in some other way. At least
two-thirds of the voting members of the Board must
agree upon the suitable course of action. The decision
of the Board shall be final.
All rights of a member in the Society shall cease on
termination of membership as herein provided.
Article V. BOARD OF GOVERNORS:
COMPOSITION
Officers of the Board of Governors are the President,
President-Elect, the immediate Past President, three
Vice-Presidents, Secretary, Treasurer, and Equity,
Inclusion and Diversity Officer. The Officers of the
Board, one representative of each Regional Section,
constitute the voting members of the Board of
Governors. The Society’s Executive Director serves
as a nonvoting ex officio member of the Board of
Governors. The Executive Director is appointed by
the Board of Governors. All voting Board of
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Bylaws of the Society for Conservation Biology
Governors members are nominated by the
Governance Committee or by members and are
elected by secret ballot circulated to all members. The
ballot shall give voters the option of ranking all
candidates for each office in order of preference.
Ballots shall be tallied in rounds. For each office, in
each round, the candidate with the fewest votes shall
be eliminated; in the next round each voter's ballot
shall be tallied for whichever remaining candidate the
voter has ranked highest. The rounds shall end when
1 candidate remains; that candidate shall be elected.
Board Members who are the representatives of the
Regional Sections are the Presidents of their Sections,
subject to the provisions set out in Article 6, Section
3.
As described in the following sections, each Officer is
responsible for a portfolio of committees (as
determined by the Board of Governors), serves as
Chair of one committee in the Officer’s portfolio, and
serves as board liaison for any other committees in
the Officer’s portfolio.
Article VI. BOARD OF GOVERNORS:
QUALIFICATIONS
SECTION 6.01 Membership
All Governors shall be voting members of the Society
in good standing, as defined by the current edition of
Robert’s Rules of Order Newly Revised.
SECTION 6.02 President-Elect
Nominees for President-Elect must have served on the
Board of Governors.
SECTION 6.03 Representatives of Regional
Sections
Regional Sections of the Society with 100 or more
members may elect a representative to the Board of
Governors. Representatives of Regional Sections are
the Presidents of the Sections, or those appointed by
the Presidents and confirmed by the Executive
Committee to serve in their stead when necessary.
Society members may join, and vote for
representatives for, no more than two Regional
Sections, regardless of the region of their domicile. If
As Amended July 3-4 2017
a Regional Section’s membership falls below 100 for
more than two years, the Section shall lose its
representation on the Board of Governors.
Article VII. BOARD OF GOVERNORS: DUTIES
The Board of Governors is the executive and policymaking body of the Society and has all powers
granted to a board of directors of a nonprofit
membership public benefit corporation of the State of
California. It shall, among other duties, ensure that
the best and most relevant science is incorporated into
all activities of the Society; appoint the Editors in
Chief of the Society's publications; adopt a budget
and approve in advance proposed annual
expenditures; decide locations of future international
congresses and General Members’ Meetings; propose
dues adjustments and other fees to the general
membership; decide upon the suitability of
publications, position papers, or statements to be
issued in the name of the Society; decide upon
motions of censure or expulsion; supervise the
Society's finances; establish and abolish standing
committees; oversee legal aspects of the Society's
operation; and assist the President in carrying out the
executive work of the Society. Governors work on
various committees and projects. In the performance
of their duties as members of the Board of Governors,
representatives of Regional Sections have a primary
fiduciary duty to the Society as a whole.
The Board of Governors shall convene no less than
three times annually, by conference call or in person;
at least one meeting held each calendar year shall be
in person unless the Board of Governors determines
by vote not to meet in person in a specific calendar
year.
Article VIII. BOARD OF GOVERNORS: DUTIES
OF OFFICERS
SECTION 8.01 President
The President is empowered to speak for the Society
after consultation with the Executive Committee (see
Article 11). The President shall:
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(a.) Preside over the General Members’ Meetings of
the Society and meetings of the Board of Governors
and
(b.) Arrange for meetings of the Board of Governors.
The President, in consultation with the Executive
Committee and the Board of Governors, shall
organize, charge, or discharge ad hoc committees as
needed in the conduct of the affairs of the Society,
and shall perform such other duties as stated in the
Bylaws.
SECTION 8.02 President-Elect
The President-Elect shall:
(a) assume the duties of the President in his or her
absence,
(b) succeed to the presidency at the completion of the
President’s term of office on 1 July, and
(c) perform such other duties as stated in the Bylaws.
(d) serve as Chair of one standing or ad-hoc
committee and as Board liaison to other committee(s)
as needed.
SECTION 8.03 Secretary
The Secretary shall:
(a) keep and report minutes of all meetings of the
Board of Governors and General Members’ Meetings,
(b) receive election ballots and compile results for
Society-wide elections,
(c) witness delegations of financial authority to other
Board members,
(d) transfer all records and files to his or her
successor upon completion of his or her term of
office, and
(e) nominate a deputy secretary, who, once confirmed
by the Executive Committee, will stand in for the
Secretary when necessary.
(f) Any of the duties described in subsections (a)
through (c) may be delegated to an appropriate party
with the approval of the Board of Governors, or may
be delegated to the Executive Director and staff under
the direct supervision of the Executive Director, in
which case the Secretary shall oversee these
activities.
As Amended July 3-4 2017
(g) serve as Chair of one standing or ad-hoc
committee and as Board liaison to other committee(s)
as needed.
SECTION 8.04 Treasurer
The Treasurer shall:
(a) Collect all dues and other monies of the Society
and maintain accurate accounts of such funds,
(b) Disburse Society funds,
(c) Notify members of fees due the Society,
(d) Provide a budget and statement of financial
condition annually to the Board of Governors,
(e) Present a general report on the Society's current
budget and financial condition at each General
Members' Meeting,
(f) Under direction of the Board of Governors,
supervise Society investments and buy, sell, assign,
and transfer securities for this purpose, and
(g) Nominate a deputy treasurer, who, once confirmed
by the Executive Committee will stand in for the
Treasurer when necessary.
(h) The duties described in subsections (a) through (f)
may be delegated to the Executive Director and staff
under the direct supervision of the Executive
Director, in which case the Treasurer shall oversee
these activities with final responsibility for
compliance of such activities with all applicable laws,
regulations, and Board direction.
(i) serve as Chair of the Finance & Investment
Committee and as Board liaison to at most one other
committee.
Amounts expended annually for expenses of the
offices of President, Secretary, and Treasurer shall not
exceed the amounts included in the budget without
prior approval of the Board of Governors. The
Treasurer shall revise the current year's budget for
action by the Board of Governors whenever desired
changes will materially affect the budget.
SECTION 8.05 Equity, Inclusion, and Diversity
Officer
The EID Officer shall:
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Bylaws of the Society for Conservation Biology
(a) work to foster equity, inclusion, and diversity
within SCB.
(b) serve as Chair of the Equity, Inclusion and
Diversity committee and as Board liaison to other
committee(s) as needed.
(c) nominate a deputy Equity, Inclusion and Diversity
Officer, who, once confirmed by the Executive
Committee, will stand in for the EID Officer when
necessary.
SECTION 8.06 Vice Presidents
Each of the three Vice President shall:
(a) serve as Chair for one standing or ad-hoc
committee, and
(b) serve as liaison to other committees as assigned.
Article IX. BOARD OF GOVERNORS: TERMS
OF OFFICE
SECTION 9.01 Duration
The President serves a two-year term and may not
directly succeed himself or herself. The Past President
serves a two-year term. The Secretary serves a fouryear term and may not directly succeed himself or
herself. The Treasurer serves a three-year term and
may serve successive terms. The Equity, Inclusion
and Diversity Officer serves a three-year term and
appointment must be approved by the Board of
Governors.
Article X. RECALL
A voting Governor may be removed from office at
any time by a two-thirds majority of the membership
using a secret ballot. Such a recall election shall be
called by a petition signed by 20 percent of the
members, and such an election must be held within
four months after receipt of such a petition.
Article XI. EXECUTIVE COMMITTEE
SECTION 11.01 Membership
The Executive Committee shall consist of the
President, Immediate Past President, President-Elect,
Secretary, Treasurer, and Equity, Inclusion and
Diversity Officer. The Executive Director shall be a
nonvoting ex officio member. The President serves as
Chair of the Executive Committee.
SECTION 11.02 Charge
The Executive Committee may decide and act on
matters of Society concern between regularly
scheduled meetings of the Board of Governors
provided the financial ramifications of the decision do
not exceed $30,000. The Executive Committee shall
inform the Board of their decisions and actions in a
timely manner.
may stand for reelection, with no more than two
consecutive terms. Vice-Presidents serve staggered,
four-year terms and may stand for reelection, with no
more than two consecutive terms. The President-Elect
assumes the presidency and newly elected Governors
assume their offices on 1 July.
SECTION 11.03 Votes
All votes of the Executive Committee shall be
decided by a simple majority of those voting. Four
members shall constitute a quorum of the Executive
Committee.
SECTION 9.02 Interim Service
If the office of President-Elect, Secretary, VicePresident, Treasurer, or Equity, Inclusion and
Diversity Officer is vacated before the term expires,
the President shall appoint a replacement to serve
until the next regularly scheduled election. Such
Article XII. STANDING COMMITTEES
SECTION 12.01 Mission
Standing committees have a broad mission that is
central to the activities of the Society and are
expected to be in existence for at least five years.
Standing committees include Executive Committee,
Governance, Audit, Finance and Investment, Equity,
As Amended July 3-4 2017
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Bylaws of the Society for Conservation Biology
Inclusion and Diversity, and other committees
established by the Board of Governors to meet the
needs of SCB. The SCB website shall publish the
charges, terms of reference, current membership, and
current work plan of each standing committee.
SECTION 12.02 Chairs
The Governance Committee is chaired by the
Immediate Past President. The Finance and
Investment Committee is chaired by the Treasurer.
The Chair of the Audit Committee shall be selected
by the President, in compliance with standards set by
California law, with the approval of the Board of
Governors. The Equity, Inclusion and Diversity
Committee is chaired by the Equity, Inclusion, and
Diversity Officer. Chairs of all other standing and adhoc committees shall be appointed by the Officer
whose portfolio includes that committee, subject to
the approval of the Board of Governors, and can be
removed as Chair by that Officer at any time. Chairs
shall be selected from the SCB membership.
SECTION 12.03 Membership
The Governance Committee consists of the two most
immediate Past Presidents and two other members
appointed by the Chair. Members of the Audit
Committee shall be appointed by the Board of
Governors, in compliance with standards set by
California law. The Chairs of all other standing
committees shall appoint additional committee
members. All members of standing committees who
are appointed by their committee’s Chair serve at the
pleasure of the Chair.
SECTION 12.04 Charges of the Governance
Committee
The Governance Committee shall:
(a) Lead the Board of Governors in regular reviews of
its roles and responsibilities,
(b) Prepare slates of nominees for elected offices of
the Board of Governors,
(c) Periodically review the governance structure of
the Society and make recommendations to the Board
of Governors that it deems appropriate, and
As Amended July 3-4 2017
(d) Periodically evaluate the functioning of the Board
of Governors and its committees and advise the Board
of Governors and its committees on needed changes.
SECTION 12.05 Charges of the Audit Committee
The Audit Committee, under supervision of the Board
of Governors, shall perform such duties as designated
and required by California law and as assigned
periodically by the Board of Governors by resolution.
SECTION 12.06 Charges of the Finance and
Investment Committee
The Finance and Investment Committee shall oversee
all aspects of Society finances, including oversight of
the Board Designated Reserve, review of annual
budgets, and all financial practices.
SECTION 12.07. Charges of the Equity, Inclusion,
and Diversity Committee
The Equity, Inclusion, and Diversity Committee shall:
(a) Work with SCB Executive Office and Board to
identify areas of strategic focus for equity and
inclusion across SCB;
(b) Work with the Executive Office (EO) and Board
to develop and maintain SCB policies and practices
on equity and inclusion;
(c) Develop activities that broaden diversity, enhance
equity, and facilitate inclusion in SCB, including
representation on boards and committees, at the EO,
at SCB meetings, and within the Membership; and
(d) Work with SCB Membership efforts to identify
under-represented groups and ways to reach these
groups and form equitable partnerships with relevant
programs and organizations to improve recruitment,
retention, and active participation within the SCB.
Article XIII. AD HOC COMMITTEES
SECTION 13.01 Chairs and Membership
Ad hoc committees may be appointed at any time by
the President or the Board of Governors. Chairs of ad
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Bylaws of the Society for Conservation Biology
hoc committees shall be appointed by the President or
a Board-designated Officer, subject to approval of the
Board of Governors. Chairs shall appoint additional
committee members. Appointed members of an ad
hoc committee serve at the pleasure of the Chair. The
SCB website shall publish the charges, terms of
reference, membership, and work plan of each ad hoc
committee.
SECTION 13.02 Charges
If a committee is charged with development of a final
report, it shall present that final report to the President
and Board of Governors, and automatically shall be
disbanded upon receipt of that report. Ad hoc
committees with a continuing mission may, after two
years of activity, petition the Board of Governors to
be established as a standing committee. If, after two
years, no such petition is received, the President and
the Board of Governors must reappoint the committee
as an ad hoc committee or it is automatically
disbanded. Chairs of ad hoc committees may be
invited to attend but not vote in meetings of the Board
of Governors.
Article XIV. BOARD OF EDITORS OF
CONSERVATION BIOLOGY
SECTION 14.01 Membership
Associate Editors and members of the Board of
Editors of Conservation Biology shall be nominated
by the journal’s Editor in Chief from among the
members of the Society after soliciting nominations
from Section Presidents, Handling Editors, the
Publications Committee (if a Publications Committee
exists), and the Board of Governors. Members serve
at the discretion of the Editor in Chief. The Editor in
Chief serves at the discretion of the Board of
Governors.
SECTION 14.02 Charge
The Board of Editors is responsible for the selection
and editing of papers for publication in Conservation
Biology.
As Amended July 3-4 2017
Article XV. COMMISSIONED PAPERS AND
POLICY STATEMENTS
SECTION 15.01 Commissioned Papers on Topics
of Special Interest
Members may submit topics for commissioned papers
on policy-related issues to the Policy Committee (if a
Policy Committee exists) or directly to the Board of
Governors. The Board of Governors must approve the
selection of topics for commissioned papers. The
Policy Committee or Board of Governors also may
solicit or commission the development of papers on
relevant issues in conservation biology or policy on
which the Society does not intend to make formal
policy statements. If they are submitted for
publication in Conservation Biology these papers
shall undergo normal review, with identification upon
publication as a topic of special interest to the
Society.
SECTION 15.02 Formal Policy Position
Statements of the Society
The Policy Committee, or Board of Governors if no
Policy Committee exists, may develop or commission
the development of documents incorporating formal
policy position statements on relevant policy issues in
conservation. Once the Policy Committee, or Board
of Governors if noPolicy Committee exists, has
approved a document incorporating a formal policy
position statement, the document shall be
disseminated through various means according to the
Society’s outreach strategy.
Article XVI. FINANCES
SECTION 16.01 Support and Compensation
The Society shall be supported by annual dues of the
members; by gifts, grants, bequests, trust funds, and
similar instruments; by loans approved by the Board
of Governors; by the proceeds of the sale of
publications or other items the Society may issue with
the approval of the Board of Governors; and from
such property or funds as it may acquire. All elected
officials serve gratis, although the Society may hire
professional staff as needed.
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Bylaws of the Society for Conservation Biology
SECTION 16.02 Fiscal Year
The fiscal year of the Society shall begin the first day
of each calendar year.
Article XVII. MEETINGS
SECTION 17.01 General Members’ Meetings
General meetings of the membership shall be held at
least once every year and shall be announced to all
members, in an electronic format, at least six months
in advance. Whenever there are motions to be voted
on by the membership, notice of the meeting is to be
given to all members not less than ten nor more than
ninety days prior to the meeting. The members may
only vote on those matters that are contained in the
notice of the meeting.
The usual order of business at the General Members’
Meeting shall normally be as follows: approval of the
minutes of the last members’ meeting, financial
report, Executive Director’s report, Editors’ reports,
reports from standing committees, reports from
Regional Sections, reports from ad hoc committees,
consideration of amendments to the Constitution and
Bylaws, new business, and adjournment.
SECTION 17.02 Special Members’ Meetings
A Special Members’ Meeting of the Society may be
called at any time by the Board of Governors,
provided that written notice of the purpose, place, and
date of the meeting be given to the membership at
least thirty days in advance.
SECTION 17.03 Regular Meetings of the Board of
Governors
No notice of regular Board meetings shall be required
if the date, time, and location of a regular Board
meeting was set at a previous regular Board meeting
and the date, time, and location of the regular meeting
was included in a timely report to Board members. If
the date, time, and location of a regular Board
meeting was not set at a previous regular meeting, or
if the date, time, or location of the meeting is
changed, then 30 days written notice shall be
required.
As Amended July 3-4 2017
SECTION 17.04 Special Meetings of the Board of
Governors
Special meetings of the Board of Governors may be
called by the President or by simple majority of the
Board of Governors. Special meetings may be held in
person, by conference call, or by other electronic
means by which everyone participating may hear the
others. Special meetings require 14 days written
notice. Notice shall include the date, time, and mode
of the meeting; an agenda; and an indication of
whether a vote of the Board will be required for each
agenda item. If the meeting is to be held in person, the
location of the meeting shall be included in the notice.
If the meeting is to be held by conference call or other
electronic means, the call-in number and access code
or other relevant contact information shall be included
in the notice.
SECTION 17.05 Rules of Procedure
All meetings shall be governed by rules of
parliamentary procedure as specified in the current
edition of Robert’s Rules of Order Newly Revised.
Article XVIII. VOTES AND QUORUM
SECTION 18.01 Decisions
All votes of the Society on matters not specified in
the Articles of Incorporation or Bylaws shall be
decided by a simple majority of those voting.
SECTION 18.02 Ties
Procedures enumerated in the current edition of
Robert’s Rules of Order Newly Revised will be used
to break tie votes.
SECTION 18.03 Votes at Special Meetings of the
Board of Governors
The following protocol applies to motions that require
a vote by the Board of Governors at a special
meeting:
1) A motion with background material shall be
circulated by the President to the Board of Governors
in electronic format at the same time the special
meeting is announced.
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Bylaws of the Society for Conservation Biology
2) There shall be a ten-day comment period during
which members of the Board of Governors may
submit comments and proposed amendments to the
President by electronic communication. The President
shall compile these comments into a single document
and circulate the document to the Board of Governors
at least two days prior to the scheduled special
meeting.
3) Amendments may be discussed and voted upon
during the special meeting, provided:
(a.) The proposer of the original motion participates
in the meeting,
(b.) There is a quorum,
(c.) Final discussion and a vote shall take place during
the scheduled special meeting, and
(d.) The outcome of the vote shall be distributed to
the Board of Governors in electronic format.
SECTION 18.04 Participation in Meetings and
Quorum
Participation in a meeting by any means whereby all
those participating may communicate with one
another simultaneously shall constitute presence in
person for all General Members’ Meetings and Board
of Governors Meetings’ quorum requirements.
A majority of the members of the Board of Governors
shall constitute a quorum at a Board of Governors
meeting. Board members may not vote by proxy. The
members of the Board of Governors may participate
via conference call or other means by which everyone
participating may hear the others.
Thirty members constitute a quorum for General
Members’ Meetings.
Article XIX. ACTION WITHOUT MEETING
(a) Any action which may be taken at any regular or
special meeting of the members of the Society may be
taken without a meeting if the Society distributes a
written ballot to every member entitled to vote on the
matter. If approved by the Board of Governors, the
ballot and any related material may be sent by
electronic transmission and responses may be
As Amended July 3-4 2017
returned to the Society by electronic transmission.
The ballot shall set forth the proposed action, provide
an opportunity to specify approval or disapproval of
any proposal, and provide a reasonable time within
which to return the ballot to the Society.
(b) Approval by written ballot pursuant to this section
shall be valid only when the number of votes cast by
ballot within the time period specified equals or
exceeds the quorum required to be present at a
meeting authorizing the action, and the number of
approvals equals or exceeds the number of votes that
would be required to approve at a meeting at which
the total number of votes cast was the same as the
number of votes cast by ballot.
(c) Members of the Board of Governors may be
elected by written ballot under this section.
Article XX. DUES
Dues for membership may be changed by a two-thirds
majority of the Board of Governors.
Article XXI. LOCAL CHAPTERS AND
WORKING GROUPS
Local Chapters and Working Groups of the Society
may be established in accordance with guidelines
approved by the Board of Governors. All members of
a Chapter or of a Working Group must be members of
the Society.
Article XXII. CHANGES IN THE ARTICLES OF
INCORPORATION AND BYLAWS
The Articles of Incorporation may be modified by a
majority vote of the entire membership. The Bylaws
may be modified by a two-thirds majority of the
members present and voting at any scheduled General
Members’ Meeting of the Society, or by a two-thirds
majority of the votes cast in electronic balloting open
to the entire membership. In electronic voting, each
proposed amendment should be voted on individually,
subject to grouping closely-related amendments to be
voted on as a single unit.
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Bylaws of the Society for Conservation Biology
Article I. NAME
The name of this organization shall be the Society for
Conservation Biology, hereinafter referred to as the
Society.
Article II. PRINCIPAL OFFICE
The principal office of the corporation for the
transaction of business shall be determined by the
Board of Governors and may be located outside the
State of California.
Article III. MISSION
The Mission of the Society for Conservation Biology
is to advance the science and practice of conserving
the Earth’s biological diversity.
Article IV. MEMBERSHIP
SECTION 4.01 Composition
The Society is open to any person throughout the
world. Members pay dues, have voting rights, may be
elected to office, may serve as members of
committees, and join the Society’s Regional Sections,
Chapters, and Working Groups.
SECTION 4.02 Termination of Membership
i. Grounds for Termination
The membership of an individual shall terminate upon
the occurrence of any of the following events:
(a.) A failure to renew his or her membership by
paying dues on or before their due date;
(b.) His or her notice of resignation delivered to the
President or Secretary of the Society personally or by
mail or by electronic communication, such
membership to terminate upon the date this notice is
received by the Society unless a later date is specified
in the notice; or
(c.) A determination by at least two-thirds of the
voting Governors that the member has engaged in
conduct materially and seriously prejudicial to the
interests or the purposes of the Society and should be
expelled from the Society.
ii. Procedure of Expulsion
As Amended July 3-4 2017
Following the determination that a member should be
expelled under this section, the following procedure
shall be implemented:
(a.) A notice shall be sent by first class or registered
mail to the last address of the member as shown in the
Society’s records, setting forth the expulsion and the
reasons therefore. Such notice shall be sent at least
fifteen days before the proposed effective date of the
expulsion.
(b.) The member being expelled shall be given an
opportunity to be heard, either orally or in writing, at
a hearing to be held not less than five days before the
effective date of the proposed expulsion. The hearing
shall be held by the Board of Governors in
accordance with the quorum and voting rules
applicable to the meetings of the Board. The notice to
the member of his or her proposed expulsion shall
state the date, time, and place of the hearing on his or
her proposed expulsion. The member and the Board
of Governors may participate via conference call or
other means by which everyone participating in the
hearing may hear all the others.
(c.) Following the hearing the Board shall decide
whether or not the member should in fact be expelled,
suspended, or sanctioned in some other way. At least
two-thirds of the voting members of the Board must
agree upon the suitable course of action. The decision
of the Board shall be final.
All rights of a member in the Society shall cease on
termination of membership as herein provided.
Article V. BOARD OF GOVERNORS:
COMPOSITION
Officers of the Board of Governors are the President,
President-Elect, the immediate Past President, three
Vice-Presidents, Secretary, Treasurer, and Equity,
Inclusion and Diversity Officer. The Officers of the
Board, one representative of each Regional Section,
constitute the voting members of the Board of
Governors. The Society’s Executive Director serves
as a nonvoting ex officio member of the Board of
Governors. The Executive Director is appointed by
the Board of Governors. All voting Board of
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Bylaws of the Society for Conservation Biology
Governors members are nominated by the
Governance Committee or by members and are
elected by secret ballot circulated to all members. The
ballot shall give voters the option of ranking all
candidates for each office in order of preference.
Ballots shall be tallied in rounds. For each office, in
each round, the candidate with the fewest votes shall
be eliminated; in the next round each voter's ballot
shall be tallied for whichever remaining candidate the
voter has ranked highest. The rounds shall end when
1 candidate remains; that candidate shall be elected.
Board Members who are the representatives of the
Regional Sections are the Presidents of their Sections,
subject to the provisions set out in Article 6, Section
3.
As described in the following sections, each Officer is
responsible for a portfolio of committees (as
determined by the Board of Governors), serves as
Chair of one committee in the Officer’s portfolio, and
serves as board liaison for any other committees in
the Officer’s portfolio.
Article VI. BOARD OF GOVERNORS:
QUALIFICATIONS
SECTION 6.01 Membership
All Governors shall be voting members of the Society
in good standing, as defined by the current edition of
Robert’s Rules of Order Newly Revised.
SECTION 6.02 President-Elect
Nominees for President-Elect must have served on the
Board of Governors.
SECTION 6.03 Representatives of Regional
Sections
Regional Sections of the Society with 100 or more
members may elect a representative to the Board of
Governors. Representatives of Regional Sections are
the Presidents of the Sections, or those appointed by
the Presidents and confirmed by the Executive
Committee to serve in their stead when necessary.
Society members may join, and vote for
representatives for, no more than two Regional
Sections, regardless of the region of their domicile. If
As Amended July 3-4 2017
a Regional Section’s membership falls below 100 for
more than two years, the Section shall lose its
representation on the Board of Governors.
Article VII. BOARD OF GOVERNORS: DUTIES
The Board of Governors is the executive and policymaking body of the Society and has all powers
granted to a board of directors of a nonprofit
membership public benefit corporation of the State of
California. It shall, among other duties, ensure that
the best and most relevant science is incorporated into
all activities of the Society; appoint the Editors in
Chief of the Society's publications; adopt a budget
and approve in advance proposed annual
expenditures; decide locations of future international
congresses and General Members’ Meetings; propose
dues adjustments and other fees to the general
membership; decide upon the suitability of
publications, position papers, or statements to be
issued in the name of the Society; decide upon
motions of censure or expulsion; supervise the
Society's finances; establish and abolish standing
committees; oversee legal aspects of the Society's
operation; and assist the President in carrying out the
executive work of the Society. Governors work on
various committees and projects. In the performance
of their duties as members of the Board of Governors,
representatives of Regional Sections have a primary
fiduciary duty to the Society as a whole.
The Board of Governors shall convene no less than
three times annually, by conference call or in person;
at least one meeting held each calendar year shall be
in person unless the Board of Governors determines
by vote not to meet in person in a specific calendar
year.
Article VIII. BOARD OF GOVERNORS: DUTIES
OF OFFICERS
SECTION 8.01 President
The President is empowered to speak for the Society
after consultation with the Executive Committee (see
Article 11). The President shall:
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(a.) Preside over the General Members’ Meetings of
the Society and meetings of the Board of Governors
and
(b.) Arrange for meetings of the Board of Governors.
The President, in consultation with the Executive
Committee and the Board of Governors, shall
organize, charge, or discharge ad hoc committees as
needed in the conduct of the affairs of the Society,
and shall perform such other duties as stated in the
Bylaws.
SECTION 8.02 President-Elect
The President-Elect shall:
(a) assume the duties of the President in his or her
absence,
(b) succeed to the presidency at the completion of the
President’s term of office on 1 July, and
(c) perform such other duties as stated in the Bylaws.
(d) serve as Chair of one standing or ad-hoc
committee and as Board liaison to other committee(s)
as needed.
SECTION 8.03 Secretary
The Secretary shall:
(a) keep and report minutes of all meetings of the
Board of Governors and General Members’ Meetings,
(b) receive election ballots and compile results for
Society-wide elections,
(c) witness delegations of financial authority to other
Board members,
(d) transfer all records and files to his or her
successor upon completion of his or her term of
office, and
(e) nominate a deputy secretary, who, once confirmed
by the Executive Committee, will stand in for the
Secretary when necessary.
(f) Any of the duties described in subsections (a)
through (c) may be delegated to an appropriate party
with the approval of the Board of Governors, or may
be delegated to the Executive Director and staff under
the direct supervision of the Executive Director, in
which case the Secretary shall oversee these
activities.
As Amended July 3-4 2017
(g) serve as Chair of one standing or ad-hoc
committee and as Board liaison to other committee(s)
as needed.
SECTION 8.04 Treasurer
The Treasurer shall:
(a) Collect all dues and other monies of the Society
and maintain accurate accounts of such funds,
(b) Disburse Society funds,
(c) Notify members of fees due the Society,
(d) Provide a budget and statement of financial
condition annually to the Board of Governors,
(e) Present a general report on the Society's current
budget and financial condition at each General
Members' Meeting,
(f) Under direction of the Board of Governors,
supervise Society investments and buy, sell, assign,
and transfer securities for this purpose, and
(g) Nominate a deputy treasurer, who, once confirmed
by the Executive Committee will stand in for the
Treasurer when necessary.
(h) The duties described in subsections (a) through (f)
may be delegated to the Executive Director and staff
under the direct supervision of the Executive
Director, in which case the Treasurer shall oversee
these activities with final responsibility for
compliance of such activities with all applicable laws,
regulations, and Board direction.
(i) serve as Chair of the Finance & Investment
Committee and as Board liaison to at most one other
committee.
Amounts expended annually for expenses of the
offices of President, Secretary, and Treasurer shall not
exceed the amounts included in the budget without
prior approval of the Board of Governors. The
Treasurer shall revise the current year's budget for
action by the Board of Governors whenever desired
changes will materially affect the budget.
SECTION 8.05 Equity, Inclusion, and Diversity
Officer
The EID Officer shall:
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Bylaws of the Society for Conservation Biology
(a) work to foster equity, inclusion, and diversity
within SCB.
(b) serve as Chair of the Equity, Inclusion and
Diversity committee and as Board liaison to other
committee(s) as needed.
(c) nominate a deputy Equity, Inclusion and Diversity
Officer, who, once confirmed by the Executive
Committee, will stand in for the EID Officer when
necessary.
SECTION 8.06 Vice Presidents
Each of the three Vice President shall:
(a) serve as Chair for one standing or ad-hoc
committee, and
(b) serve as liaison to other committees as assigned.
Article IX. BOARD OF GOVERNORS: TERMS
OF OFFICE
SECTION 9.01 Duration
The President serves a two-year term and may not
directly succeed himself or herself. The Past President
serves a two-year term. The Secretary serves a fouryear term and may not directly succeed himself or
herself. The Treasurer serves a three-year term and
may serve successive terms. The Equity, Inclusion
and Diversity Officer serves a three-year term and
appointment must be approved by the Board of
Governors.
Article X. RECALL
A voting Governor may be removed from office at
any time by a two-thirds majority of the membership
using a secret ballot. Such a recall election shall be
called by a petition signed by 20 percent of the
members, and such an election must be held within
four months after receipt of such a petition.
Article XI. EXECUTIVE COMMITTEE
SECTION 11.01 Membership
The Executive Committee shall consist of the
President, Immediate Past President, President-Elect,
Secretary, Treasurer, and Equity, Inclusion and
Diversity Officer. The Executive Director shall be a
nonvoting ex officio member. The President serves as
Chair of the Executive Committee.
SECTION 11.02 Charge
The Executive Committee may decide and act on
matters of Society concern between regularly
scheduled meetings of the Board of Governors
provided the financial ramifications of the decision do
not exceed $30,000. The Executive Committee shall
inform the Board of their decisions and actions in a
timely manner.
may stand for reelection, with no more than two
consecutive terms. Vice-Presidents serve staggered,
four-year terms and may stand for reelection, with no
more than two consecutive terms. The President-Elect
assumes the presidency and newly elected Governors
assume their offices on 1 July.
SECTION 11.03 Votes
All votes of the Executive Committee shall be
decided by a simple majority of those voting. Four
members shall constitute a quorum of the Executive
Committee.
SECTION 9.02 Interim Service
If the office of President-Elect, Secretary, VicePresident, Treasurer, or Equity, Inclusion and
Diversity Officer is vacated before the term expires,
the President shall appoint a replacement to serve
until the next regularly scheduled election. Such
Article XII. STANDING COMMITTEES
SECTION 12.01 Mission
Standing committees have a broad mission that is
central to the activities of the Society and are
expected to be in existence for at least five years.
Standing committees include Executive Committee,
Governance, Audit, Finance and Investment, Equity,
As Amended July 3-4 2017
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Bylaws of the Society for Conservation Biology
Inclusion and Diversity, and other committees
established by the Board of Governors to meet the
needs of SCB. The SCB website shall publish the
charges, terms of reference, current membership, and
current work plan of each standing committee.
SECTION 12.02 Chairs
The Governance Committee is chaired by the
Immediate Past President. The Finance and
Investment Committee is chaired by the Treasurer.
The Chair of the Audit Committee shall be selected
by the President, in compliance with standards set by
California law, with the approval of the Board of
Governors. The Equity, Inclusion and Diversity
Committee is chaired by the Equity, Inclusion, and
Diversity Officer. Chairs of all other standing and adhoc committees shall be appointed by the Officer
whose portfolio includes that committee, subject to
the approval of the Board of Governors, and can be
removed as Chair by that Officer at any time. Chairs
shall be selected from the SCB membership.
SECTION 12.03 Membership
The Governance Committee consists of the two most
immediate Past Presidents and two other members
appointed by the Chair. Members of the Audit
Committee shall be appointed by the Board of
Governors, in compliance with standards set by
California law. The Chairs of all other standing
committees shall appoint additional committee
members. All members of standing committees who
are appointed by their committee’s Chair serve at the
pleasure of the Chair.
SECTION 12.04 Charges of the Governance
Committee
The Governance Committee shall:
(a) Lead the Board of Governors in regular reviews of
its roles and responsibilities,
(b) Prepare slates of nominees for elected offices of
the Board of Governors,
(c) Periodically review the governance structure of
the Society and make recommendations to the Board
of Governors that it deems appropriate, and
As Amended July 3-4 2017
(d) Periodically evaluate the functioning of the Board
of Governors and its committees and advise the Board
of Governors and its committees on needed changes.
SECTION 12.05 Charges of the Audit Committee
The Audit Committee, under supervision of the Board
of Governors, shall perform such duties as designated
and required by California law and as assigned
periodically by the Board of Governors by resolution.
SECTION 12.06 Charges of the Finance and
Investment Committee
The Finance and Investment Committee shall oversee
all aspects of Society finances, including oversight of
the Board Designated Reserve, review of annual
budgets, and all financial practices.
SECTION 12.07. Charges of the Equity, Inclusion,
and Diversity Committee
The Equity, Inclusion, and Diversity Committee shall:
(a) Work with SCB Executive Office and Board to
identify areas of strategic focus for equity and
inclusion across SCB;
(b) Work with the Executive Office (EO) and Board
to develop and maintain SCB policies and practices
on equity and inclusion;
(c) Develop activities that broaden diversity, enhance
equity, and facilitate inclusion in SCB, including
representation on boards and committees, at the EO,
at SCB meetings, and within the Membership; and
(d) Work with SCB Membership efforts to identify
under-represented groups and ways to reach these
groups and form equitable partnerships with relevant
programs and organizations to improve recruitment,
retention, and active participation within the SCB.
Article XIII. AD HOC COMMITTEES
SECTION 13.01 Chairs and Membership
Ad hoc committees may be appointed at any time by
the President or the Board of Governors. Chairs of ad
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Bylaws of the Society for Conservation Biology
hoc committees shall be appointed by the President or
a Board-designated Officer, subject to approval of the
Board of Governors. Chairs shall appoint additional
committee members. Appointed members of an ad
hoc committee serve at the pleasure of the Chair. The
SCB website shall publish the charges, terms of
reference, membership, and work plan of each ad hoc
committee.
SECTION 13.02 Charges
If a committee is charged with development of a final
report, it shall present that final report to the President
and Board of Governors, and automatically shall be
disbanded upon receipt of that report. Ad hoc
committees with a continuing mission may, after two
years of activity, petition the Board of Governors to
be established as a standing committee. If, after two
years, no such petition is received, the President and
the Board of Governors must reappoint the committee
as an ad hoc committee or it is automatically
disbanded. Chairs of ad hoc committees may be
invited to attend but not vote in meetings of the Board
of Governors.
Article XIV. BOARD OF EDITORS OF
CONSERVATION BIOLOGY
SECTION 14.01 Membership
Associate Editors and members of the Board of
Editors of Conservation Biology shall be nominated
by the journal’s Editor in Chief from among the
members of the Society after soliciting nominations
from Section Presidents, Handling Editors, the
Publications Committee (if a Publications Committee
exists), and the Board of Governors. Members serve
at the discretion of the Editor in Chief. The Editor in
Chief serves at the discretion of the Board of
Governors.
SECTION 14.02 Charge
The Board of Editors is responsible for the selection
and editing of papers for publication in Conservation
Biology.
As Amended July 3-4 2017
Article XV. COMMISSIONED PAPERS AND
POLICY STATEMENTS
SECTION 15.01 Commissioned Papers on Topics
of Special Interest
Members may submit topics for commissioned papers
on policy-related issues to the Policy Committee (if a
Policy Committee exists) or directly to the Board of
Governors. The Board of Governors must approve the
selection of topics for commissioned papers. The
Policy Committee or Board of Governors also may
solicit or commission the development of papers on
relevant issues in conservation biology or policy on
which the Society does not intend to make formal
policy statements. If they are submitted for
publication in Conservation Biology these papers
shall undergo normal review, with identification upon
publication as a topic of special interest to the
Society.
SECTION 15.02 Formal Policy Position
Statements of the Society
The Policy Committee, or Board of Governors if no
Policy Committee exists, may develop or commission
the development of documents incorporating formal
policy position statements on relevant policy issues in
conservation. Once the Policy Committee, or Board
of Governors if noPolicy Committee exists, has
approved a document incorporating a formal policy
position statement, the document shall be
disseminated through various means according to the
Society’s outreach strategy.
Article XVI. FINANCES
SECTION 16.01 Support and Compensation
The Society shall be supported by annual dues of the
members; by gifts, grants, bequests, trust funds, and
similar instruments; by loans approved by the Board
of Governors; by the proceeds of the sale of
publications or other items the Society may issue with
the approval of the Board of Governors; and from
such property or funds as it may acquire. All elected
officials serve gratis, although the Society may hire
professional staff as needed.
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Bylaws of the Society for Conservation Biology
SECTION 16.02 Fiscal Year
The fiscal year of the Society shall begin the first day
of each calendar year.
Article XVII. MEETINGS
SECTION 17.01 General Members’ Meetings
General meetings of the membership shall be held at
least once every year and shall be announced to all
members, in an electronic format, at least six months
in advance. Whenever there are motions to be voted
on by the membership, notice of the meeting is to be
given to all members not less than ten nor more than
ninety days prior to the meeting. The members may
only vote on those matters that are contained in the
notice of the meeting.
The usual order of business at the General Members’
Meeting shall normally be as follows: approval of the
minutes of the last members’ meeting, financial
report, Executive Director’s report, Editors’ reports,
reports from standing committees, reports from
Regional Sections, reports from ad hoc committees,
consideration of amendments to the Constitution and
Bylaws, new business, and adjournment.
SECTION 17.02 Special Members’ Meetings
A Special Members’ Meeting of the Society may be
called at any time by the Board of Governors,
provided that written notice of the purpose, place, and
date of the meeting be given to the membership at
least thirty days in advance.
SECTION 17.03 Regular Meetings of the Board of
Governors
No notice of regular Board meetings shall be required
if the date, time, and location of a regular Board
meeting was set at a previous regular Board meeting
and the date, time, and location of the regular meeting
was included in a timely report to Board members. If
the date, time, and location of a regular Board
meeting was not set at a previous regular meeting, or
if the date, time, or location of the meeting is
changed, then 30 days written notice shall be
required.
As Amended July 3-4 2017
SECTION 17.04 Special Meetings of the Board of
Governors
Special meetings of the Board of Governors may be
called by the President or by simple majority of the
Board of Governors. Special meetings may be held in
person, by conference call, or by other electronic
means by which everyone participating may hear the
others. Special meetings require 14 days written
notice. Notice shall include the date, time, and mode
of the meeting; an agenda; and an indication of
whether a vote of the Board will be required for each
agenda item. If the meeting is to be held in person, the
location of the meeting shall be included in the notice.
If the meeting is to be held by conference call or other
electronic means, the call-in number and access code
or other relevant contact information shall be included
in the notice.
SECTION 17.05 Rules of Procedure
All meetings shall be governed by rules of
parliamentary procedure as specified in the current
edition of Robert’s Rules of Order Newly Revised.
Article XVIII. VOTES AND QUORUM
SECTION 18.01 Decisions
All votes of the Society on matters not specified in
the Articles of Incorporation or Bylaws shall be
decided by a simple majority of those voting.
SECTION 18.02 Ties
Procedures enumerated in the current edition of
Robert’s Rules of Order Newly Revised will be used
to break tie votes.
SECTION 18.03 Votes at Special Meetings of the
Board of Governors
The following protocol applies to motions that require
a vote by the Board of Governors at a special
meeting:
1) A motion with background material shall be
circulated by the President to the Board of Governors
in electronic format at the same time the special
meeting is announced.
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Bylaws of the Society for Conservation Biology
2) There shall be a ten-day comment period during
which members of the Board of Governors may
submit comments and proposed amendments to the
President by electronic communication. The President
shall compile these comments into a single document
and circulate the document to the Board of Governors
at least two days prior to the scheduled special
meeting.
3) Amendments may be discussed and voted upon
during the special meeting, provided:
(a.) The proposer of the original motion participates
in the meeting,
(b.) There is a quorum,
(c.) Final discussion and a vote shall take place during
the scheduled special meeting, and
(d.) The outcome of the vote shall be distributed to
the Board of Governors in electronic format.
SECTION 18.04 Participation in Meetings and
Quorum
Participation in a meeting by any means whereby all
those participating may communicate with one
another simultaneously shall constitute presence in
person for all General Members’ Meetings and Board
of Governors Meetings’ quorum requirements.
A majority of the members of the Board of Governors
shall constitute a quorum at a Board of Governors
meeting. Board members may not vote by proxy. The
members of the Board of Governors may participate
via conference call or other means by which everyone
participating may hear the others.
Thirty members constitute a quorum for General
Members’ Meetings.
Article XIX. ACTION WITHOUT MEETING
(a) Any action which may be taken at any regular or
special meeting of the members of the Society may be
taken without a meeting if the Society distributes a
written ballot to every member entitled to vote on the
matter. If approved by the Board of Governors, the
ballot and any related material may be sent by
electronic transmission and responses may be
As Amended July 3-4 2017
returned to the Society by electronic transmission.
The ballot shall set forth the proposed action, provide
an opportunity to specify approval or disapproval of
any proposal, and provide a reasonable time within
which to return the ballot to the Society.
(b) Approval by written ballot pursuant to this section
shall be valid only when the number of votes cast by
ballot within the time period specified equals or
exceeds the quorum required to be present at a
meeting authorizing the action, and the number of
approvals equals or exceeds the number of votes that
would be required to approve at a meeting at which
the total number of votes cast was the same as the
number of votes cast by ballot.
(c) Members of the Board of Governors may be
elected by written ballot under this section.
Article XX. DUES
Dues for membership may be changed by a two-thirds
majority of the Board of Governors.
Article XXI. LOCAL CHAPTERS AND
WORKING GROUPS
Local Chapters and Working Groups of the Society
may be established in accordance with guidelines
approved by the Board of Governors. All members of
a Chapter or of a Working Group must be members of
the Society.
Article XXII. CHANGES IN THE ARTICLES OF
INCORPORATION AND BYLAWS
The Articles of Incorporation may be modified by a
majority vote of the entire membership. The Bylaws
may be modified by a two-thirds majority of the
members present and voting at any scheduled General
Members’ Meeting of the Society, or by a two-thirds
majority of the votes cast in electronic balloting open
to the entire membership. In electronic voting, each
proposed amendment should be voted on individually,
subject to grouping closely-related amendments to be
voted on as a single unit.
8