BYLAWS OF THE WILLI HENNIG SOCIETY

CHAPTER:
  1. Of the Election and Admission of Fellows
  2. Of the Payments to be made by the Fellows
  3. Of the Fellows honoris causa
  4. Of the Associates
  5. Of the Death or Withdrawal of Members
  6. Of the Causes and Form of Ejection
  7. Of the Election Meeting and Election of the Council and Officers
  8. Of the President
  9. Of the Treasurer and His Accounts
  10. Of the Secretaries
  11. Of the Salaried Officers
  12. Of the General or Ordinary Meetings of the Society
  13. Of the Council
  14. Of the Manner of Publication of the Papers Laid before the Society
  15. Of the Books and Papers of the Society
  16. Of Limitation and General Prohibitions
  17. Of the manner of Amendment
  18. Of Interpretation

CHAPTER 1

Of the Election and Admission of Fellows

Section:
  1. The Method of election shall be by Mail Ballot and the limit of the number of persons to be elected shall be determined from time to time by Council.
  2. Every Candidate for Admission as a Fellow shall be proposed and recommended by at least one Fellow who shall sign and cause to be delivered to the Secretary a paper giving the full name, rank, profession, qualifications and the address of the candidate; and the Recommendation shall be based upon personal acquaintance with the candidate or knowledge of his character or writings. The recommendation must be delivered to the Secretary at least three months before the date of the General Meeting.
  3. Each recommendation of a candidate for Admission as a Fellow shall be distributed to the Fellows at least two months prior to the date of the General Meeting at which the Ballot for Election shall take place.
  4. No person shall be declared to be elected a Fellow who has not received the votes of two-thirds of the number of Fellows balloting.
  5. Ballots for the Election of Fellows shall be mailed to the Fellows at least one calendar month before the General Meeting. The completed Ballot may be either delivered by mail to the Secretary one week prior to the General Meeting or hand delivered to the Secretary on the first full day of the General Meeting.
  6. Every person elected a Fellow shall receive from the Secretary immediate Notice of his Election.
  7. Every person elected a Fellow of the Society shall, before his admission, be understood to accept the Obligation in the following words, vis.
    "We who have hereunto subscribed, do hereby promise, each for himself, that we will endeavour to promote the Good of the Willi Hennig Society and to pursue the Ends for which the same was instituted: that we will be present at the meetings of the Society, as often as conveniently we can, especially at the Annual Elections, and upon extraordinary Occasions; and that we will observe the Statutes, Bylaws, and Orders of the said Society. Provided that, whensoever any of us shall signify to the President, under his Hand, that he desires to withdraw from the Society, he shall be free from this Obligation for the future."
    and if any person refuse to subscribe the said Obligation, the election of that person shall be void.
  8. No person elected a Fellow of the Society shall be entitled to exercise any privilege as such, nor shall be admitted nor his name entered in the List of the Society until he shall have paid his Annual Contribution within two calendar months after election or within such further time as the Council may grant.
  9. Notwithstanding anything in sections 1-8 of this Chapter, anyone so designated by the Initial Board of Directors shall be a Fellow of the Society, subject only to Bylaws Chapter 1, Section 8, Chapter 2, and Chapter 5.

CHAPTER 2

Of the Payments to be made by the Fellows

Section:
  1. Every Fellow shall before he is admitted pay the first Annual Contribution and he shall pay his Annual Contribution in advance each year thereafter when notified by the Treasurer by the 20th day of April, being the reputed birthday of the celebrated Willi Hennig.
  2. In the month of July in each year the Council shall cause to be distributed a list of the Fellows whose Annual Contributions are due and owing, and notice thereof shall forthwith be forwarded to every Fellow whose name appears in such List. If the Contributions due from any Fellow named in the said List shall not have been paid within three months after the first distribution of the List, the Council may remove such Fellow from the Society. The Contributions due from any Fellow may be remitted in whole or in part by the Council.
  3. A Fellow shall be deemed to belong to the Society until he has either signified in writing his wish to withdraw from Fellowship or has ceased to be a Fellow under Bylaws, Chapter 2, Section 2, or Chapter 5.

CHAPTER 3

Of the Fellows honoris causa

Section:
  1. The number Fellows honoris causa shall not exceed five. The Election of Fellows honoris causa shall be by Ballot and the date of such Ballot shall be fixed by Council.
  2. Any Fellow of the Society may propose a person for election as Fellow honoris causa by a certificate signed by the proposer and two or more other Fellows. Such certificates shall state the name and address of the person proposed and indicate clearly the grounds on which his selection is urged. The certificate shall be sent to the Secretary.
  3. The certificate proposing Fellows honoris causa shall be filed, and in the event of a vacancy or vacancies in the List of Fellows honoris causa the Council shall select from the persons so proposed at such time or times as they may think fit the number necessary to fill the vacancy or vacancies; and the names of the candidates so selected and their certificates shall be distributed at least a fortnight prior to the Meeting at which the Ballot shall take place.
  4. No person shall be declared to be elected a Fellow honoris causa who has not received the votes of two-thirds of the Fellows balloting.
  5. The Secretary shall immediately after the election of any person as a Fellow honoris causa notify him by letter.
  6. Every Fellow honoris causa shall have access to all General Meetings of the Society, under the Regulations fixed by the Council.

CHAPTER 4

Of the Associates

Section:
  1. Any Person wishing to become an Associate member of the Willi Hennig Society shall apply in writing. Membership is subject to final approval by the Council.
  2. An Associate may retain his Associateship so long as he shall pay an Annual Contribution. An Associate is eligible for election to Fellowship.
  3. Every Associate shall have access to all General Meetings of the Society under the regulations fixed by Council.

CHAPTER 5

Of the Death or Withdrawal of Members

Section:
  1. Upon the death or the voluntary withdrawing of any Fellow or Associate, such death or withdrawing shall be noted and entered upon the Minutes of the Society at the then next Election Meeting.

CHAPTER 6

Of the Causes and Form of Ejection

Section:
  1. If any member of the Society should, contemptuously or contumaciously disobey the Statutes or Orders of the Society or Council; or should, by speaking, writing or printing, publicly defame the Society; or advisedly, maliciously or dishonestly do any thing to the damage, detriment or dishonour thereof, he shall be liable to Ejection from the Society.
  2. Whensoever there shall be cause for the ejection of any member from the Society, the President shall at some Meeting thereof propose the ejection of such member; and at the next General Meeting the question shall be put to the Ballot, and if two-thirds of the Fellows present vote for it, the President shall cancel the name of such person in the Register, and at the same time pronounce him ejected in these words, viz. "By the Authority and in the Name of the Willi Hennig Society, I declare A. B. to be now ejected and no longer (a Fellow, &c. as the Case may be) thereof." And the Ejection of every such person shall then be recorded in the Minute Book of the Society; and his name, as ejected, shall be read at the next Election Meeting.
  3. All Persons ejected from the Society shall be thereby rendered incapable of belonging to it in the future.

CHAPTER 7

Of the Election Meeting and Election of the Council and Officers

Section:
  1. Every Fellow of the Society shall receive from the Secretary a Ballot for electing the Council and Officers two months prior to the General Meeting.
  2. The Fellows shall elect a President, Vice-President, Treasurer, and Secretary as well as nine other Councillors, from among themselves. Officers and Councillors shall serve from the time of their election until the end of the General Meeting in which their replacements are elected. If a new Treasurer is elected, he shall assume the duties of the office as soon as arrangements can readily be made with his predecessor and banks for transfer of Society funds and records. Each year 3 Councillors shall be elected and each Councillor shall serve a term of three years. The President and the Vice-President shall serve a term of two years. Any Fellow, Officer or Councillor may be elected to the same office for successive terms.
  3. At the General Meeting, the Council shall appoint a Fellow to be Chairman of the Nominating Committee and two other Fellows to serve on the Nominating Committee which shall prepare and present to the Secretary a ballot for the following year's election at least three months prior to the next General Meeting. The Committee shall nominate at least two Fellows for each office to be filled with the exception of the offices of Secretary and Treasurer for which only 1 nominee is necessary. Any other Fellow who has been proposed by six other Fellows, the Council or Officers, shall be entitled to stand for election. Proposals must be submitted to the Chairman of the Nominating Committee at least three months before the date of the Election mentioned in Sect. 1.
  4. Ballots for the Election of Officers and Councillors shall be mailed to the Fellows at least two calendar months before the General Meeting. The completed Ballot may be either delivered by mail to the Secretary one week prior to the General Meeting or hand delivered to the Secretary on the first full day of the General Meeting.
  5. Before the Ballot the President or Vice-President shall appoint three Scrutineers. The Scrutineers shall examine the lists and report to the President or Vice-President in the Chair, who shall declare the result of the Ballot to the Meeting.
  6. If any list should contain more than the proper number of names or if any list for Officers should include the name of any person not properly nominated, such list shall be set aside and not taken into account by the Scrutineers in casting up the number of votes.
  7. In case of an Equality of Votes for the election into the Council of two or more persons, whose number together shall exceed the number to be elected exclusive of those having more votes, the excess of such number shall be excluded by lots, to be prepared by the Scrutineers and drawn by the President or Vice-President in the Chair; and the person or persons whose name or names shall remain undrawn shall be declared to be elected into the Council. In case of Equality of Votes for the election to any of the Offices, the same procedure shall be adopted.
  8. If twenty-one Fellows or one-half of the Fellows of the Society, which ever is the lesser, at least do not appear and give in their balloting-lists during the times limited for keeping the Ballot open, the Election shall be adjourned to the next convenient day, of which notice by letter shall be given to the Fellows of the Society in the same manner as is directed in the first Section of this Chapter. Likewise, no other business shall be transacted without a quorum of at least twenty-one Fellows or one-half of the Fellows of the Society, which ever is the lesser.
  9. In the case of a vacancy in the Council at the Election Meeting caused by the election of a Councillor to Officer of the Society, the runner-up candidate for Councillor at that Election Meeting with the next highest total of votes shall automatically fill the unexpired part of the term. In case of a vacancy in the Council or among the Officers of the Society happening during the intervals of the Election Meetings, the Council shall appoint a Special General Meeting for the purpose of filling up such vacancy withing six months; and the summons for such Meeting, and the proceedings thereat, shall, as far as circumstances will admit, be after the same manner as is directed for the Election Meetings.
  10. An Election Meeting shall normally be held once in each calendar year, and in connection with a General Meeting. The Council may, however, delay an Election Meeting beyond this limit; provided that two-thirds of the Fellows voting at the most recent Election Meeting favor doing so, those voting being a quorum.
  11. . When the Chair shall have been taken, the Minutes of the preceding Meeting shall be immediately read, and, if approved by the Fellows present, be signed by the Chairman of the Meeting.
  12. Whenever at an Election Meeting the Votes for and against a question proposed shall be found to be equal, in case the question does not relate to an Election or other matter particularly provided for in this respect by the Charter or Bylaws, the President, Vice-President or Members of the Council in the Chair shall have a double Vote.

CHAPTER 8

Of the President

Section:
  1. The business of the President shall be to preside at the Election Meetings and regulate the debates of the Society and Council, to state and put questions which shall have been moved and seconded, both in the affirmative and negative, according to the sense and intention of the Meetings, to call for Reports and Accounts from Committees and others; to check irregularities and to keep all persons in the Meetings in order; to cause all Extraordinary Meetings of the Council to be summoned when necessary; and generally to execute or see to the execution of the Statutes and Bylaws of the Society.

CHAPTER 9

Of the Treasurer and His Accounts

Section:
  1. The Treasurer, or some person appointed by him, shall receive for the use of the Society all sums of money payable to the Society; and thereout shall pay and disburse all sums of money which may be due from the Society; and he shall keep detailed accounts of all such receipts and payments.
  2. All sums of money in the hands of the Treasurer which there shall not be present occasion for expending or otherwise disposing of for the use of the Society shall be laid out in such Government or other securities as shall be approved of and directed by the Council. All moneys received as Composition Fees shall be invested.
  3. The Treasurer shall keep a yearly list of all such Fellows of the Society as shall have paid the sum appointed in lieu of Annual Contributions, and also of those Fellows and Associates who are liable to pay the Annual Contributions; and in this list shall be noted the times up to which the Annual Contributions shall have been paid and the Arrears due from each Fellow or Associate respectively.
  4. The Treasurer shall demand the Annual Contributions or cause them to be demanded of such persons as shall neglect to make their payments within three months after they become due.
  5. The Accounts of the Treasurer shall be audited annually a short time preceding the Election Meeting by a Committee consisting of the President, the Secretary and of four Fellows of the Society, of whom two shall be members of the Council and the other two not Members thereof; such four Auditors to be elected at the preceding General Meetings of the Society upon the nomination of the President; the Election to be determined by a Show of Hands; and three of the Auditors to be a quorum. The Report of the said Auditors shall be laid before the Society upon the day of the Election Meeting.
  6. The Treasurer shall prepare for the Council at the time of the Election Meeting a statement of the income and expenditures of the preceding year and prepare a budget based on the estimated receipts and disbursements of the coming year, with such recommendations as seem desirable. No financial obligation against the Society may be contracted by any Officer, Fellow or Associate except as specified in the annual budget or as provided for by special action of the Council upon recommendation of the Treasurer.
  7. The Treasurer shall take care that all documents evidencing the Society's title to its funds and property and the policies of insurance, be lodged with the Society's Bankers.

CHAPTER 10

Of the Secretaries

Section:
  1. There shall be a Secretary whose duties shall be to relate proceedings of the Society. The Council may also in their discretion nominate other Secretaries, whose duty it shall be to take charge of any general or particular business of the Society.
  2. The Secretary shall have supervision over the Salaried Officers and Servants of the Society, and shall, subject to the direction of the Council, have the general management of the business of the Society and edit and supervise the printing of the Society's publications.

CHAPTER 11

Of the Salaried Officers

Section:
  1. The Council may, from time to time, appoint such Salaried Officers as they deem necessary for the transaction of the business of the Society, who shall be subject to the Rules and Orders which shall, from time to time, be given to them by the President or Council.
  2. One of the Salaried Officers shall under the Authority of the Council be responsible for the safe keeping of the property of the Society.

CHAPTER 12

Of the General or Ordinary Meetings of the Society

Section:
  1. The General or Ordinary Meetings of the Society shall be held on such days as the Council may decide. Due notice of the days, house and place of Meetings shall be given to every Fellow whose address is known.
  2. The Associates shall have free communication with the Society at the General Meetings, but discussion of the Society's affairs and the Power of Voting shall be restricted to the Fellows.
  3. Each Fellow and Associate may introduce guests at every General Meeting of the Society; and the name of every guest so introduced shall be entered in the Minute Book, together with the name of the member who is to be accountable for his conduct during his presence at the Meeting. Guests may be officially invited to attend the General Meetings by the President or Officers, but may attend the Election Meeting only on the invitation of the President.
  4. No member or guest shall, at a meeting of the Society, in any way interfere with the convenience of another member or guest.
  5. The chief business of the Society in their General Meetings shall be to read and hear Letters, Reports and other Papers on subjects of Systematics. A quorum for a General Meeting shall be twenty-one Fellows or one-half of the Fellows of the Society, whichever is the lesser.
  6. Each session of a General Meeting shall be presided over by a Chairman appointed by the Council.

CHAPTER 13

Of the Council

Section:
  1. The Council shall consist of the President, Vice-President, Treasurer, Secretary, nine elected Councillors, the Editors and all Past Presidents. The governance and operation of the Society shall be vested in the Council.
  2. The Council shall meet at such times as shall be appointed by the President or, in his absence, by the Vice-President; due and sufficient notice of each Meeting and an agenda of business being previously sent to every Member of the Council. A quorum for such meetings shall be six, of which at least two are Councillors who do not hold the office of President, Vice-President, Treasurer or Secretary.
  3. The President or the Vice-President, or in case of their absence some Member of the Council, shall preside at every Meeting of the Council.
  4. When the chair shall have been taken the Minutes of the preceding Meeting of Council shall be read, and, if approved by the Members present, shall be signed in the Minute Book by the President or other Chairman.
  5. When any question shall be raised at a Meeting of the Council it shall be determined by Open Vote unless two or more Members of the Meeting demand a Ballot; and if there should be an Equality of Votes in either case, the President or other Chairman shall have a double Vote. It is however declared that all questions relative to Elections or to the making or repealing of Bylaws shall be determined by Ballot.
  6. When the Council shall have determined upon a question which, agreeably to the Articles of Incorporation, requires the assent of the Fellows at large, the Resolution of the Council upon such question, signed by the President, Vice-President, or Chairman who may have presided at the time and by the Secretary, shall be read from the Chair at the next General Meeting of the Society and voted upon, and the terms of any such Resolution shall also be forthwith communicated by circular to each Fellow having a known address.
  7. The Papers communicated to the Society shall be referred to the Council, who shall determine respecting their being read at any Meeting, and their publication; and the Council shall have the power to refer them to be reported upon, to any competent person, although he may not be a member of the Society.
  8. The Council shall appoint one or more Editors to supervise all matters relating to Publications. One or more Assistant Editors and an Editorial Advisory Board shall be appointed by the Editors and approved by the Council. The Editors become members of the Council. This Committee shall have the power to seek advice from without the Society.
  9. The Council may at its discretion appoint other Committees considered desirable in the interests of the Society.
  10. The Council shall make such orders as it may consider necessary for the proper execution of these Bylaws and for the better protection of the Society's Property.

CHAPTER 14

Of the Manner of Publication of the Papers Laid before the Society

Section:
  1. The Publications of the Society shall be printed at such times and in such manner as the Council shall direct.

CHAPTER 15

Of the Books and Papers of the Society

Section:
  1. There shall be kept a book, called the Roll and Charter Book, which shall contain copies of the Articles of Incorporation, Bylaws and the Obligations to be subscribed by the Fellows of the Society in their own handwriting.
  2. There shall be kept a book, containing the register of the Fellows of the Society, with the dates of their election, death or withdrawal.
  3. There shall be kept Minute Books in which shall be entered all the Minutes, Orders and business of the Society and Council at their respective Meetings.
  4. There shall be kept a book of Standing Orders of Council.
  5. Any Fellow of the Society may at proper times and in the Society's Apartments have the liberty of inspecting the Minute Books or other official books of the Society; but no Fellow shall take any copy or transcript of any matter contained therein without leave obtained by the Council.
  6. The original copy of every Paper, after having been read before the Society, shall be considered as the property of the Society if there should be no previous engagement with its author to the contrary.

CHAPTER 16

Of Limitation and General Prohibitions

Section:
  1. The Society is organized exclusively for scientific purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law). And as such, the Society shall not carry on any activities not permitted to be carried on by a society exempt from United States Federal Income tax under that law or by a society to which contributions are deductible from United States Federal Income tax under Section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding Provision of any future United States Internal Revenue law). Lobbying or activities specifically designed to influence legislation are not among the objectives of the Society and no official group within the Society shall engage in such activity.
  2. Notwithstanding any provision of the Bylaws which might be susceptible to a contrary construction:
    a. no part of the net earning of the Society shall or may under any circumstances inure to the benefit of any private shareholder or individual;

    b. no substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation;

    c. the Society shall not participate in, or intervene in, including the publishing or distributing or statements, political campaigns, on behalf of any candidate for public office;

    d. the Society shall not be organized or operated for profit;

    e. the Society shall not:

    1. lend any part of its income or corpus, without the receipt of adequate security and a reasonable rate of interest, to:
    2. pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal service actually rendered, to:
    3. make any part of its services available on preferential bases, to:
    4. make any purchase of securities or any other property, for more than adequate consideration in money or money's worth from;
    5. sell any securities or other property for less than adequate consideration in money or money's worth to; or
    6. engage in any other transactions which result in substantial diversions of its income or corpus to;
    any Officer, member of the Council, or substantial contributor to the Society. The prohibitions contained in this subsection (e) do not imply that the Society may make such loans, payments, sales or purchases to anyone else, unless such authority be given or implied by other provisions of the Bylaws.
  3. The Society shall not, and may not, make any dividend, gift, division or bonus in money unto or between any of its members.

CHAPTER 17

Of the manner of Amendment

Section:
  1. These Bylaws may be amended at any Election Meeting by a two-thirds vote of the Fellows voting, if the total number voting represents a quorum, provided that such amendment has been passed by a two-thirds vote of the Council and presented to the Fellows in written form at least a fortnight prior to the Meeting at which the vote is taken.

CHAPTER 18

Of Interpretation

Section:
  1. In the construction of these Bylaws words denoting the singular number only shall include the plural number also and vice versa, except as regards the number of offices; and words denoting the masculine gender only shall include the feminine gender also.