BYLAWS Template for Divisions
or enter your responses on the Questions document or use the MODEL BYLAWS
Divisions have 3 options to update their bylaws: 1) enter choices directly on the BYLAWS Template for Divisions; 2) respond to the questions document, which gives default options; or 3) use the MODEL BYLAWS, which includes all default options, except that you may amend any text in blue font in the MODEL BYLAWS with any of the choices given in the questions document or this template. Below, text in BLACK FONT is required in your bylaws and is consistent with the ACS Governing Documents (www.acs.org/bulletin5). Except for hyperlinks, OPTIONAL text is in blue font; you may keep, amend, or delete text in blue font. You may also ADD other bylaw provisions that are necessary to conduct your Division business provided that your additions or changes are consistent with the ACS Governing Documents; please use either Track Changes or a different font color if you make any such additions or changes, which might need to be reviewed by a C&B subcommittee. You MUST make the choices and give numbers where noted, and decide whether or not to include the optional text. C&B’s comments and notes are in orange font; when done, delete all comments. Feel free to change the blue font to black or leave it as is. If you have any questions for C&B, it would be helpful if you would put these in preferably in Track Changes or in CAPITAL LETTERS. When you are done making your choices and changes, please return the marked-up template to for a quick review by C&B. Any substantive changes that you make will be reviewed by a C&B Subcommittee, which may take 2-3 months or longer depending on the number of bylaws in the queue. After you hear back from C&B, the Division’s members (and affiliates, but only if permitted in the current bylaws) must then VOTE on the bylaws in accordance with your current bylaws. Either the Chair or Secretary would then send to C&B the date of voting, vote results, etc. for C&B to certify the bylaws on behalf of Council. Questions or need help? Contact us at .
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[*]BYLAWS OF THE
DIVISION OF ______
OF THE
AMERICAN CHEMICAL SOCIETY
BYLAW I
Name
This organization shall be known as the Division of ______[C&B will ensure that the Division name as inserted was approved by Council] (hereinafter referred to as the “Division”) of the AMERICAN CHEMICAL SOCIETY (hereinafter referred to as the “SOCIETY”). IF the Division is incorporated, C&B will add the following: “The Division is incorporated under the laws of the State of ______.” [FYI: the term “Inc.” is included at the end of the Division name only if it is part of the Division’s name as written in the Division’s Articles of Incorporation.]
BYLAW II
Objects
Section 1. The objects of the Division shall be those of the SOCIETY as stated in the Charter and Constitution of the SOCIETY. [NOTE: if other objects have been approved by Council for your Division, C&B will include those objects as a second sentence: “In particular, the objects shall be….”]
Section 2. Nothing in these bylaws shall be inconsistent with the Charter, Constitution, and Bylaws of the SOCIETY.
Section 3. The Division is organized exclusively for charitable, 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, or corresponding section of any future federal tax code.
BYLAW III
Members and Affiliates
Section 1. Membership in the Division is open to all MEMBERS and STUDENT MEMBERS (hereinafter collectively referred to as “members”) of the SOCIETY. Any member of the SOCIETY may join the Division by enrolling with the Division and paying the established annual dues as mentioned elsewhere in these bylaws.
Section 2. STUDENT MEMBERS shall be entitled to all privileges of membership except that of holding an elective position of the SOCIETY. STUDENT MEMBERS may not serve as Councilors, Alternate Councilors, or Temporary Substitute Councilors, but they may be appointed as committee chairs [NOTE: C&B will add the following if you chose “members” for your officers in BYLAW IV, Sec. 1: “and they may hold an elective position of the Division as noted elsewhere in these bylaws. ” Also note: if you permit Division Affiliates and/or Society Affiliates to be appointed as committee chairs, you should also permit this for STUDENT MEMBERS because they are members of the Society, not affiliates.]
Section 3. The Division may have Division Affiliates as authorized in the Constitution and Bylaws of the SOCIETY. [IF the Division decides to keep the first sentence, allowing for Division Affiliates, the following text shows required (black font) and optional (blue font) text. At this time, all Divisions have Division Affiliates in their bylaws.] A Division Affiliate shall retain affiliate status only so long as payment is made of Division Affiliate dues of not less than two dollars ($2.00) per annum. A Division Affiliate shall have all the privileges of membership in the Division except for (1) holding an elective position in the Division, (2) voting on Articles of Incorporation and bylaws, or (3) voting for Councilor(s) or Alternate Councilor(s). A Division Affiliate (1) may [or may not] vote for an elective position [include the following only if “may” is used: “but not for the Councilor(s) or Alternate Councilor(s),”]. Further, and only if permitted by the SOCIETY’s Bylaws, a Division Affiliate (1) may [or may not] be appointed as a committee chair, and (2) may not serve as a voting member of the Executive Committee. [NOTE from C&B: choose either “may” or “may not” above. The text after the phrase, “only if permitted by the SOCIETY’s Bylaws”, may become effective by June 2017. Also, the optional phrase, “may be appointed as a committee chair” is tied to BYLAW V, Sec. 2; see the comment in that section. FYI: according to the Society’s current Bylaws, a Division Affiliate may not hold and elective position, may not be appointed as a committee chair, or may not serve as a member of the Executive Committee.]
Section 4. A Society Affiliate may [or may not] become a Society Affiliate of the Division [If you use “may not”, put a period after Division and delete the remainder of this section.] provided that Division dues established for Society Affiliates are paid. [IF the Division does not wish to have Society Affiliates of the Division, the bylaws must specifically prohibit this. [At this time, all Divisions have Society Affiliates in their bylaws] If you allow for Society Affiliates, the following text shows required (black font) and optional (blue font) text.] Society Affiliates may not (1) hold elective positions, (2) vote on Articles of Incorporation and bylaws of the Division, (3) vote for the Councilor(s) or Alternate Councilor(s) of the Division, or (4) serve as a voting member of its Executive Committee or equivalent policy-making body, or (5) [or but they may] be appointed as committee chairs. Further, and only if permitted by the SOCIETY’s Bylaws, Society Affiliates may [or may not] vote for an elective position of the Division [include the following only if “may” is used: “but not for the Councilor(s) or Alternate Councilor(s).”] [Choices: 1) by choosing the second “or”, you are indicating that Society Affiliates may not be appointed as committee chairs; choose “but they may” if you do want them to be appointed as committee chairs; and 2) choose “may” or “may not” to indicate whether or not Society Affiliates may vote for elective positions of the Division. FYI: The text after the phrase, “only if permitted by the SOCIETY’s Bylaws”, may become effective by June 2017. According to the Society’s current Bylaws, Society Affiliates may vote for an elective position of the Division.]
Section 5. Members and affiliates shall have such rights and privileges as are accorded them by the Constitution and Bylaws of the SOCIETY and these bylaws.
Section 6. Any member or affiliate may resign from membership in the Division by submitting a resignation in writing to the Secretary of the Division; any dues previously paid shall not be reimbursed.
BYLAW IV
Officers, Executive Committee, and Councilors
Section 1. The officers of the Division shall be members [or MEMBERS] of the SOCIETY and the Division and shall consist of the Chair, Chair-Elect, Secretary, and Treasurer [, and the Immediate Past Chair.] The Secretary and Treasurer positions may be held by the same person. [NOTE: if your current bylaws include others as officers, you may add them if you wish, but we recommend that they not be listed as officers, but be added in Sec. 2 as members of the Executive Committee. Either way, they will have the same voting privileges. CHOICES: do you want your officers to be “members”, which includes MEMBERS and STUDENT MEMBERS, or do you want the officers to be only “MEMBERS”, which excludes STUDENT MEMBERS? Do you want the Immediate Past Chair to be an officer, or listed in Sec. 2 as a member of the Executive Committee? Many Divisions list them in the following section as members of the Executive Committee. Also, the last sentence is optional; if you keep it, it permits this and might be useful to have in the future. If you decide not to keep it, delete the text.]
Section 2. The Executive Committee shall be the governing body of the Division and as such shall have full power to conduct, manage, and direct the business and affairs of the Division in accordance with the Constitution and Bylaws of the SOCIETY and these bylaws. The Executive Committee shall consist of the officers of the Division, the Immediate Past Chair, the Councilors, and Alternate Councilors, OTHER OPTIONS: [one (?)- you MUST give a number Member[s]-at-Large, and [as non-voting members,] the chairs of the standing committees. Members-at-Large shall be elected from the members [or MEMBERS] of the Division. [NOTE: if you allowed Division Affiliates and/or Society Affiliates to be appointed as committee chairs in BYLAW III, C&B will add the phrase, as non-voting members” because they may not serve as voting members on the Executive Committee. If you did not permit Division Affiliates and Society Affiliates to be appointed as committee chairs, you may decide if you want committee chairs to be voting or non-voting members of the Executive Committee. If you have NOT previously had Members-at-Large on your Executive Committee, we suggest that you not add them. If you added Member[s]-at-Large to the list of those on the Executive Committee, and IF you wish to allow STUDENT MEMBERS to serve as Members-at-Large, you must use “members” in the last sentence; otherwise, use “MEMBERS”.]
Section 3. Elected officers of the Division and other elected officials of the Division, except not Councilor(s) and Alternate Councilor(s), shall serve for a term of one year beginning on January 1 or until their successors are elected. At the end of the Chair-Elect’s term of office, the Chair-Elect shall succeed to the office of Chair. With the exception of the Chair and Chair-Elect, the incumbent of any position is eligible for reelection. [IF your Secretary and Treasurer are elected for two years, you might consider adding this OPTIONAL sentence: The Secretary and Treasurer shall be elected in alternate years, whenever possible.]
[NOTE: below is ALTERNATE text in place of Sec. 3 above if this better suits your needs.]
Section 3. The Chair and Chair-Elect of the Division shall serve for a term of one year beginning on January 1 or until their successors are elected. At the end of the Chair-Elect’s term of office, the Chair-Elect shall succeed to the office of Chair. The Secretary and Treasurer shall serve for a term of three years beginning on January 1 or until their successors are elected. The Member(s)-at-Large shall serve for a term of three-years beginning January 1, and shall be elected in separate years, whenever possible, to provide for a rotation of terms. With the exception of the Chair and Chair-Elect, the incumbent of any position is eligible for reelection. The Secretary and Treasurer shall be elected in alternate years, whenever possible.
Section 4. The duties of the officers and the Members-at-Large [if any, plus list others who are elected, except not Councilors and Alternate Councilors] shall be such as usually pertain to their offices, together with those required by these bylaws and by the Constitution and Bylaws of the SOCIETY, and such other duties as may be assigned to them from time to time by the Executive Committee.
a. The duties of the Chair shall be to preside at meetings of the Executive Committee, to carry into effect the decisions and recommendations of that Committee, to preside at meetings of the Division to conduct governance business, to appoint, with the approval of the Executive Committee, all committee chairs and committee members except as stated elsewhere in these bylaws, and to carry out the duties required by the Constitution and Bylaws of the SOCIETY.
b. The duties of the Chair-Elect shall be to assist the Chair with the direction and management of the Division. In the absence of the Chair, the duties of the office shall devolve upon the Chair-Elect.
c. The duties of the Secretary shall be to keep a record of the minutes of the meetings of the Division and of the Executive Committee, to maintain a list of members and affiliates, to send to members and affiliates such notices as the business of the Division may require, to submit a report to the Division at its annual meeting, and to carry out the duties required by the Constitution and Bylaws of the SOCIETY and elsewhere in these bylaws. The Secretary shall preside over meetings in the absence of both the Chair and Chair-Elect.