(Bylaws of the of the Entomological Foundation, Inc. Adopted April 14, 2015. Updated November 6, 2017)
Article I: Offices
Section 1.1. Principal Office. The principal office of The Entomological Foundation, Inc. (the “Foundation”) is 3 Park Place, Suite 307, Annapolis, Maryland, or at such other place as the Board of Directors may from time to time decide.
Section 1.2. Resident Agent. The Foundation must at all times maintain a Resident Agent with an office in Maryland. The Board of Directors appoints the Foundation’s Resident Agent.
Section 1.3. Seal. The seal of the Foundation is in the form of a circle bearing the words “The Entomological Foundation, Inc.” “Corporate Seal” “1991” “State of Maryland.”
Article II: Board of Directors
Section 2.1. General Powers. The business and affairs of the Foundation are managed by its Board of Directors according to the provisions of these Bylaws and the Articles of Incorporation.
Section 2.2. Number, Appointment and Term. The Board of Directors consists of nine voting Directors and the President, ex officio. Nine Directors are appointed by the Governing Board of The Entomological Society of America (the “Society”) for terms of three years and thereafter until their successors are appointed. The President serves as chair of the Board of Directors but may vote on matters coming before the Board only in case of a tie.
Section 2.3. Vacancies. The Governing Board of the Society fills by appointment any vacancy caused by the death, disability, resignation or removal of a Director. A Director appointed to fill a vacancy serves for the remainder of the former Director’s term.
Section 2.4. Removal. The Governing Board of the Society may remove a Director from office.
Section 2.5. Meetings. 2.5.1 The Board of Directors holds at least two regular meetings each year. One meeting is held in conjunction with the annual meeting of the Society. The Board may by resolution schedule additional regular meetings.
2.5.2 The President may call a special meeting of the Board of Directors. The President must call a special meeting of the Board of Directors if requested to do so by any two Directors.
Section 2.6. Notice of Meetings. 2.6.1 The President or his or her designee must give to each Director not less than 10 nor more than 90 days prior written notice of the date, time, and place of each meeting of the Board of Directors. The notice of special meetings of the Board of Directors must include the purpose of the meeting.
2.6.2. Notice of meetings of the Board of Directors may be given only by: personal delivery to the Director; national postal service mail to the Director at his or her last known mailing address, with sufficient postage affixed; facsimile to the fax number provided by the Director for that purpose; or email to the Director’s email address provided for that purpose.
2.6.3. A Director may waive written notice of a meeting by providing the Secretary with a written waiver at or before the meeting in the same manner that notices of meetings may be given. A Director’s actual attendance at a meeting constitutes a waiver of notice; provided, however, that if the Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, then the Board of Directors must immediately hear such objection and, if sustained, adjourn the meeting.
Section 2.7. Quorum. No business shall be conducted at any meeting of the Board of Directors unless a quorum is present. The presence of a majority of the Directors constitutes a quorum for the transaction of business at any meeting of the Board of Directors unless a greater number is required by any specific provision of these Bylaws, the Articles of Incorporation, or by law. If any voting Director departs prior to the end of a business meeting, the Directors may continue doing business without a quorum provided decisions are reached by a majority of the required quorum, unless otherwise proscribed by these Bylaws, the Articles of Incorporation, or by law.
Section 2.8. Adjournment. The Directors present at any regular or special meeting, although less than a quorum, may adjourn the meeting from time to time without further notice until a quorum is present. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called. If a quorum is not initially achieved, the Directors present can transact no business other than adjournment. Once adjourned, the meeting can be reconvened within a stated time limit as decided by the President or the Directors who called the original meeting.
Section 2.9. Voting; Proxies. At all meetings of the Board of Directors, each Director has one vote on each motion. Voting is by voice vote or show of hands, unless a Director requests a secret ballot, in which case voting will be by secret ballot. Directors must vote in person and not by proxy. The action of the majority of the Board of Directors present at a meeting at which a quorum is present constitutes the action of the Board of Directors unless a greater number is required by these Bylaws, the Articles of Incorporation, or by law.
Section 2.10. Compensation. Directors do not receive any compensation for their services as Directors, but may be reimbursed for expenses reasonably incurred on behalf of the Foundation.
Section 2.11. Virtual Attendance. Any Director who is not reasonably able to be physically present in person at a meeting of the Board may participate by telephone conference call, video conferencing, or any similar means of communication whereby all Directors participating in the meeting can speak and hear each other at the same time. Virtual attendance constitutes attendance in person for all purposes of these Bylaws. Any action taken at such a meeting is conclusively deemed valid to the same extent as if taken at a meeting at which all participating Directors were physically present in person.
Section 2.12. Action without a Meeting. Whenever the vote of Directors at a meeting of the Board is required or permitted to be taken, the meeting and vote of Directors may be dispensed with if all the Directors who would have been entitled to vote on the matter at such a meeting consent in writing to the action being taken. An email or facsimile consent from a Director is a sufficient writing for purposes of this Section.
Section 2.13. Rules of Order. The most current edition of ROBERT’S RULES OF ORDER guides the conduct of meetings, but absent majority objection, the Chair may suspend such rules for the convenience of persons present at the meeting.
Section 2.14. Presumption of Assent. A Director who is present at a meeting of the Board of Directors at which action on any matter is taken is presumed to have assented to the action unless his or her dissent is recorded in the minutes of the meeting or unless he or she files a written dissent to such action with the person acting as Secretary before the adjournment of the meeting. The right to dissent does not apply to a Director who voted in favor of the action.
Article III: Officers
Section 3.1. Principal Officers. The principal officers of the Foundation are the President, the Vice President, the Secretary, and the Treasurer.
Section 3.2. Qualifications of Principal Officers. The President of the Foundation is the vice president of the Society, ex officio. The vice president of the Foundation is the vice president-elect of the Society, ex officio. The other principal officers are appointed by, and from among, the Directors. No individual may hold more than one office simultaneously, except that the offices of Secretary and Treasurer may be combined. The Board of Directors may specify additional qualifications for officers of the Foundation.
Section 3.3. Appointment; Term. The principal officers (other than the President and the vice president) are appointed at the regular meeting of the Board of Directors held in conjunction with the Society’s annual meeting. They hold office for one year and thereafter until their successors are appointed. They may succeed themselves in office.
Section 3.4. Removal. An officer appointed by the Board of Directors may be removed by the Board of Directors by a majority vote, with or without cause, whenever, in the Board of Director’s judgment, the best interests of the Foundation would be served thereby.
Section 3.5. Vacancies. The Board of Directors fills by appointment any vacancy caused by the death, disability, resignation or removal of a principal officer. An officer appointed to fill a vacancy serves for the remainder of the former officer’s term.
Section 3.6. Subordinate Officers. The Board of Directors may establish from time to time, and may abolish, such subordinate offices, with such qualifications, terms of office, duties and authority as it deems necessary to carry out the affairs of the Foundation.
Section 3.7. President. Subject to the general authority of the Board of Directors, the President supervises and controls the day-to-day business, affairs and property of the Foundation. The President calls and chairs all meetings of the Board of Directors; provides policy guidance to the Executive Director, if any; signs documents as required by law; performs all duties incident to the office of the President; and performs such other duties as may be prescribed by the Board of Directors from time to time.
Section 3.8. Vice President. The Vice President performs the duties of the President, with all the powers of the President and subject to all the restrictions on the President, in the President’s absence; sees that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and performs such other duties as may be prescribed by the President or the Board of Directors from time to time.
Section 3.9. Secretary. The Secretary records proceedings of the Foundation; gives notices or cause notices to be given in accordance with the provisions of these Bylaws or as required by law; when duly authorized, causes the seal to be affixed to any documents requiring a seal; keeps a register of the mailing addresses, telephone numbers, facsimile numbers and email addresses of each Director; and performs such other duties as may be prescribed by the President or the Board of Directors from time to time.
Section 3.10. Treasurer. The Treasurer has charge and custody of and is responsible for all funds of the Foundation; receives and gives receipts for any money due and payable to the Foundation and deposits all such monies in the name of the Foundation in such banks, trust companies or other depositories as are maintained by the Foundation; disburses money on behalf of the Foundation; and performs such other duties as may be prescribed by the President or the Board of Directors from time to time. The Treasurer annually renders to the Directors, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Foundation. The Treasurer may, with permission of the Board of Directors, assign duties he or she finds appropriate to the Executive Director.
Section 3.11. Executive Director. The Board of Directors may authorize the Foundation to employ an Executive Director as the Chief Executive Officer of the Foundation. If so employed, he or she supervises or carries out all of the business and affairs of the Foundation, including contracts, except where the execution thereof has been delegated to another by the Board of Directors or by these Bylaws or by law; and performs such other duties as may be prescribed by the President or the Board of Directors from time to time. The salary, employment conditions, responsibility, and authority of the Executive Director is determined by the Board of Directors.
Section 3.12. Subordinates. In the absence of a written employment agreement to the contrary, all employees and agents of the Foundation serve at the will of the Board of Directors. No Director or Counselor may be employed by the Foundation.
Article IV: Board of Counselors
Section 4.1. Duties. The Foundation has a Board of Counselors, consisting of at least 6 Counselors, to advise, consult with, and assist the Foundation at the ESA Branches, when requested, in fulfilling the Foundation’s mission. The Board of Counselors is not authorized to bind the Foundation.
Section 4.2. Appointment. The Board of Directors appoints at least 6 Counselors, and as many additional Counselors as it deems desirable, to serve on the Board of Counselors. One Counselor must be appointed from each Branch of the Society if willing candidates can be found to serve. Appointments are for five years. Counselors may succeed themselves indefinitely.
Section 4.3. Chair. The Board of Directors designates the Chair of the Board of Counselors from among the Board of Counselors. The Chair serves one three-year term as such. The President fills by appointment a vacancy caused by the death, disability, resignation or removal of the Chair, such appointee to serve for the remainder of the former Chair’s term. Such appointee is eligible for appointment to a full, three-year term as Chair after filling a vacancy in the office of Chair. The Board of Directors may remove the Chair from office.
Section 4.4. Meetings. The Board of Counselors holds an annual meeting in conjunction with the annual meeting of the Society. The Board of Counselors may hold additional meetings at the call of the Chair or the President. Notice of meetings must be given to Counselors in the same manner as notice of a Directors’ meeting. The Board of Counselors may meet in person, by telephone conference call, video conferencing, or any similar means of communication whereby all Counselors participating in the meeting can speak and hear each other at the same time.
Section 4.5. Quorum. At any duly noticed meeting, the number of Counselors attending the meeting in person or virtually constitutes a quorum.
Article V: Committees
Section 5.1. Executive Committee. The Executive Committee is a standing committee of the Board. The Executive Committee consists of the four principal officers of the Foundation and the Executive Director, if any. The Executive Committee is chaired by the President. The Board in its discretion may appoint additional Directors to serve on the Executive Committee. The Executive Committee has and may exercise the full power of the Board between meetings of the Board, except that the Executive Committee may not amend these Bylaws, or remove any Director from office, or overrule any prior action of the Board. The Executive Committee prepares minutes of all its meetings and actions, which are available for inspection by the Board.
Section 5.2. Finance Committee. The Finance Committee is a standing committee of the Board. The Finance Committee consists of the President, the Vice President, the Treasurer, and one additional Director appointed by the President. The Finance Committee meets to review performance of the Foundation’s investments, assess consistency of asset distribution according to current Foundation investment policy, and recommends to the Board adjustments in assets distribution and management as appropriate. The services provided by the Finance Committee must not be influenced by any investment or banking relationships its members may have. Committee members must fully disclose any potential conflict of interest.
Section 5.3. Other Committees. The President or Board of Directors may appoint one or more other standing committees and may appoint special or temporary committees. Members of such committees may, but need not be, Directors.
Section 5.4. Term. Committees and committee members serve for the term set at the time of appointment.
Article VI: Fiscal Matters
Section 6.1. Financial Instruments. The Board of Directors may authorize any one or more officers, the Executive Director if any, or employees or agents of the Foundation, to execute and deliver any financial instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 6.2. Fiscal Year. The fiscal year of the Foundation begins on the first day of January and ends on the last day of December of each year.
Section 6.3. Books and Records. 6.3.1 The Foundation keeps correct and complete books and records of account and minutes of the Board of Directors’ meetings and other proceedings as ordered by the Board of Directors. Copies of the minutes (and other proceedings) must include all written communications, conference calls, and other virtual meetings (including committees having any of the authority on behalf of the Board of Directors). The Foundation keeps at its resident or principal office a record giving the names, telephone numbers, and addresses of the Board of Directors and the officers of the Foundation.
6.3.2 All books and records of the Foundation may be inspected by any Director or officer at any reasonable time.
6.3.3 The Treasurer and Executive Director, if any, must ensure that adequate internal controls are in place to avoid inappropriate or misuse of funds.
Section 6.4. Annual Accounting. The Foundation’s financial records must be audited, reviewed or compiled by an independent auditing firm licensed to do business in the State of Maryland in accordance with generally accepted accounting practices. The Board of Directors determines for each fiscal year whether to have an audit, review or compilation.
Section 6.5. Checks and Deposits. All funds received by the Foundation and not otherwise employed must be deposited to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 6.6. Indemnification; Insurance. To the fullest extent permitted by Maryland law, the Foundation must indemnify all its current and former Directors, Counselors, officers and employees from and against liabilities, expenses, counsel fees and costs reasonably incurred in connection with or arising out of any pending or threatened action, suit, proceeding, or claim, in which he or she is a party and which is brought or asserted against him or her by reason of his or her position with or actions on behalf of the Foundation. The Foundation must maintain Directors and Officers Liability Insurance coverage in commercially reasonable amounts to assure satisfaction of the Foundation’s indemnity obligations.
Section 6.7. Bonds. The Board of Directors may require any officer, agent, or employee of the Foundation to give a bond, conditioned upon the faithful discharge of his or her duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors. Bond premiums are to be paid by the Foundation.
Article VII: Amendments
These Bylaws may be amended by a 2/3 affirmative vote of all Directors at any regular or special meeting of the Board. Notice of the proposed amendment must be given to all directors not less than 10 days prior to the meeting.