The American Society for Cell Biology
Bylaws (Amended May 1, 2020)
ARTICLE I – Corporate Name, Objectives, and Location
Section 1.1 Corporate Name. As set forth in its Articles of Incorporation, the Society is known as the American Society for Cell Biology (“Society”) and is to be operated and conducted as a 501 (c) (3) non-profit association in accordance with the laws of the State of New York.
Section 1.2 Objectives. The purpose of this Society shall be to promote the science of cell biology.
Section 1.3 Place of Business. The principal place of business shall be as set forth by Resolution of the Council. Its members or officers may be residents of any state, zone, province, territory, or country; and business may be carried on at any place convenient to such members or officials as may be participating.
ARTICLE II – Membership
Section 2.1 Qualifications and Procedures for Membership. Membership in the Society shall be open to individuals and entities interested in and supportive of the purposes of the Society who remit timely applicable dues and who are deemed to satisfy the eligibility criteria within one of the classes of membership as established by the Council.
Section 2.2 Classes and Rights of Membership. The Society shall have the following classes of membership, with the following qualifications and rights:
Regular Members. Professionals working in cell biology or related fields.
Postdoctoral Members. Individuals who hold a Ph.D. or equivalent degree or have equivalent experience, are actively engaged in a training program, and whose applications are endorsed by their research advisor. Postdoctoral membership status discontinues if not renewed and may be held for a maximum of five consecutive years.
Citizen Members. Individuals who do not hold a doctoral degree and do not have equivalent scientific experience who demonstrate extraordinary commitment to the advancement of cell biology.
Emeritus Members. Regular Members in good standing who are retired from active employment, were Society members for at least ten years, and have made a written request to the CEO.
Graduate Student Members. Individuals who are either doctoral candidates in good standing or working toward completion of a master’s degree.
Undergraduate Student Members. Individuals who are enrolled as undergraduates, or who received undergraduate degrees within the prior two years. Undergraduate student membership shall terminate at the end of the first membership year in which the student is able to apply for another class of membership after completing or otherwise leaving the degree-granting program. Undergraduate membership is limited to six consecutive years.
Corporate Members. Companies that support the purposes of the Society.
Educators. The Educator membership category is for individuals who hold bachelor, master’s, or Ph.D. degrees and are actively teaching as professors/instructors at community, junior, two-year colleges, or high schools.
All applications must be submitted to the Society Office and be substantiated by any documentation requested by the Office.
Section 2.3 Rights of Membership. Regular, Educator, Postdoctoral and Graduate Student Members shall have the right to hold office. Regular, Emeritus, Postdoctoral, Educator, and Graduate Student Members shall have the right to vote, to make nominations, and to access all member-restricted benefits of the Society. Citizen and Undergraduate Student Members in good standing shall have no vote but may access the member-restricted benefits of the Society. In accordance with the Articles of Incorporation, voting members may vote by written consent, or by proxy, or at a meeting, as long as a quorum is present, and approval by a simple majority of those voting is required to approve a matter, except for amendments to the bylaws.
Section 2.4 Dues. Membership dues shall be evaluated periodically at the suggestion of the Treasurer or CEO and shall be established by the Council. The Council and the CEO may adjust or exempt from payment of dues any members who have assumed Emeritus status, have become incapacitated, or have other special circumstances affecting their ability to pay dues. Annual dues are payable upon application to the Society, and thereafter will be payable on October 1 preceding the beginning of the fiscal year. Members in arrears will be notified and, if payment is not made, may be dropped by action of the Society Office from the mailing and subscription lists by the end of the following February. Members will be reinstated upon payment of dues.
Section 2.5 Membership Meetings, Quorum, Notice. The Society holds, at least annually, a business meeting of the members in connection with a major scientific meeting of the Society. One hundred Regular, Postdoctoral, Graduate Student, and/or Emeritus Members constitutes a quorum. Notice of any membership meeting shall be given at least thirty days prior to the meeting personally, by mail, or by facsimile telecommunications or by electronic mail, to each member entitled to vote at such meeting stating the place, date, and hour and, unless it is an annual meeting, indicate whether the meeting is being called by the President, members of Council, or the membership. A meeting must be called if requested in writing by ten percent of the total number of voting members, and the notice of such a special meeting shall state the purpose or purposes for which the meeting is called. Every member entitled to vote may authorize another person or persons to act for him or her by proxy.
Whenever any corporate action, other than the election of councilors, is to be taken by vote of the members, it shall, except as otherwise provided in NY law or by the bylaws, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote.
ARTICLE III – The Council
Section 3.1 General Powers. The property, business, and affairs of the Society shall be managed by its governing board, referred to as the Council, in accordance with NY law, these Bylaws, and the purposes of the Society and other provisions of its Articles of Incorporation. The duties of the Council shall be to oversee the organizational health and engage in the overall stewardship of the Society, to determine the policies for the good of the Society, approve the budget, approve changes in dues, review proposals for amendments to the Bylaws and Articles of Incorporation, and take other appropriate governance actions.
Section 3.2 Number, Term, and Qualifications. The Council shall consist of the individuals elected as Officers and twelve individuals elected as councilors-at-large. The councilors-at-large shall be elected by the membership of the Society for three-year terms, four to be elected each year. No elected member of the Council shall be eligible to serve for another term as councilor until three years after the expiration of a full three-year term. A councilor may serve as an Officer without waiting three years after the expiration of a term as councilor. All nominated and elected candidates for Council and for officer positions must be and must remain members in good standing.
Section 3.3 Election. Election of the councilors-at-large shall be by a plurality of the votes cast by members during an annual election. The Council shall prescribe the specific manner of voting.
Section 3.4 Meetings, Quorum, and Notice. The Council shall meet at least three times annually. One of these meetings shall take place in conjunction with the Annual Meeting. The other meetings shall take place at such other times and places as the Council may determine. Meetings may take place within or outside of the State of Maryland. A majority of the voting Council members in office shall constitute a quorum. Notice of such meetings shall be provided no less than ten days prior to the meeting, Subject to the provisions of these Bylaws with respect to notice of meetings of the Council, members of the Council may participate in and hold meetings of such Council by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a councilor participates in such meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
Any action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the voting members of the Council, and such a consent shall have the same force and effect as a unanimous vote of the members of the Council at a meeting of the Council.
The President shall call special meetings when requested by one-fifth of the current voting members of the Council. Such special meetings shall be called in like manner, on like notice, identifying specifically the business to be transacted at, and the purpose of, such special meeting, with no other business to be conducted other than specified .
Section 3.5 Compensation. No councilor shall receive any compensation for service in such capacity, but the Council may receive reimbursement of travel and lodging expenses incurred in the performance of a councilor’s duties.
Section 3.6. Resignation. Any member of the Council may resign by tendering a resignation in writing, which shall be effective upon acceptance by the President.
Section 3.7. Removal. Any councilor (i.e., officer or councilor-at-large) may be removed with or without cause from the Council by: (a) the affirmative vote of two-thirds of the councilors then in office, or (b) majority vote of the members. Any such councilor proposed to be removed shall be entitled to at least five days’ notice in writing of the meeting at which such removal is to be voted on and shall be entitled to participate personally and be heard at such in-person or telephonic meeting as called by the President.
Section 3.8 Vacancy. Any vacancy filled shall be for the remainder of the unexpired term. Vacancies in councilor-at-large positions shall be filled by those candidates who received the next highest number of votes in the prior election, if available, and otherwise by appointment by Council. Succession or election to fill any vacated Council position shall not count toward the term limit for that office.
Section 3.9 Duty of Councilors and Officers. Councilors and officers are expected to discharge their duties in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Councilors and officers may rely on information, opinions, reports, or statements by individuals whom the councilor believes to be reliable and competent, including for example officers or employees of the Society, legal counsel, accountants, and committees of the Council.
ARTICLE IV – Officers
Section 4.1 Officers, Terms. The elected officers of the Society shall be President, President-Elect, Past President, Secretary, and Treasurer. Officer terms begin on January 1 of the year following their election. The President-Elect shall serve as such for one year, then one year as President, and one year as Past President. No person shall be eligible for re-election to the Presidency. The Secretary and the Treasurer shall be elected to terms of three years. No person may simultaneously hold the positions of President and Secretary, nor may individuals hold the office of Secretary and/or Treasurer for more than two full terms. The term of office of any officer shall terminate upon the election and installation of a successor or upon his or her tender of resignation to an officer, death, or removal under these Bylaws.
Section 4.2 Election of Officers. Election of the officers shall be by a simple majority of the votes cast by members during an annual election, in a manner prescribed by the Council.
Section 4.3 Vacancies. The Council shall, by majority vote, elect councilors to fill interim vacancies in the offices of Treasurer or of Secretary until the completion of the next regular election. If for any reason the President is unable to fulfill his/her duties, the President-Elect will fill the vacancy and serve the remaining term as well as the originally anticipated term as President. In the event that there is no President-Elect to advance, the Council shall elect one of its members as Acting President to serve until a President is elected by the membership at the next regular election.
Section 4.4 Removal. Any officer elected or appointed by the Council may be removed by the Council with or without cause. An officer elected by the members or a class of members may be removed, with or without cause, only by the vote of the members or such class of members, but the authority to act as an officer may be suspended by the Council for cause.
ARTICLE V – Responsibilities of Officers
Section 5.1 President. The President shall chair the Council and Executive Committee and shall carry out other activities usually pertaining to the office. The President shall preside over the annual business meeting of the Society at the close of the regular term of office, and as specified by the Council shall have signatory authority for contracts with the CEO. No employee of the Society is eligible to serve as President of the Society.
Section 5.2 President-Elect. The President-Elect shall serve as President in the absence of the President. The President-Elect shall automatically succeed to the presidency.
Section 5.3 Past President. The Past President shall serve ex officio on those committees designated by the President and shall serve as President in the absence of the President and President-Elect.
Section 5.4 Secretary. The Secretary of the Society shall oversee a process by which the minutes and the archives of the Society are kept, shall be responsible for overseeing the process of review of applications for membership, and shall carry out other duties that usually pertain to this office. A Membership Committee, when extant, shall be chaired by the Secretary and assist in member recruitment and retention and promotion of Society activities. The Council may appoint and empower such Assistant Secretaries as it determines appropriate.
Section 5.5 Treasurer. The Treasurer of the Society shall oversee a process for the handling and disposition of the Society’s funds and shall, unless otherwise determined by the Council, have authority to sign checks, contracts, drafts, and other orders for payment. In consultation with the Finance/Audit Committee, and the CEO, the Treasurer shall present the annual budget and the audit and carry out other duties that usually pertain to this office. The Treasurer shall arrange for the Council to receive a financial report to be presented at each regular and special meeting of the Council. The Council may appoint and empower such Assistant Treasurers as it determines appropriate.
Section 5.6 CEO. The Society may employ a Chief Executive Officer, who, as set forth more particularly by contract, shall oversee staff to implement and execute all decisions of the Council, shall oversee all day-to-day matters and duties for the operation of the Society, and shall be an ex officio non-voting member of the Council. The CEO shall oversee a National Office to carry out day-to-day operations of the Society and to report to the Executive Committee. The foregoing duties shall include, but not be limited to, the hiring and discharge of employees; the execution of contracts or other instruments on behalf of the Society; and the signing of checks, drafts, or other orders for payment of money provided that the Council may, by resolution, provide that such checks, drafts, or other orders for payment above such amount as may be specified in a resolution shall require the countersignature of one or more specified officers of the Society. The Treasurer and CEO may authorize a designee to sign checks and contracts for expenses up to a level specified by Council. In the event of a query on established policy, the CEO and/or Public Policy Director may speak on behalf of the Society without prior consultation. Under State law the CEO is not to be present for the deliberation and vote in setting executive compensation, and the Council or committee minutes are to document that fact. Determining the compensation of officers shall require the affirmative vote of a majority of the entire Council.
ARTICLE VI – Committees
Section 6.1 Committees of Councilors. The Council, by resolution adopted by a majority of the councilors in office, may designate and appoint one or more committees and their chairs, with the Executive Committee approving the committee members, with any applicable procedures set forth in Society policies and specific committee or taskforce descriptions. Each committee that exercises the authority of the Council shall be referred to as a Council Committee, shall consist of three or more Council members and of only Council members. Each Council Committee, to the extent provided in said resolution, shall have and exercise the authority of the Council in the management of the Society, except that no such committee shall have the authority of the Council in reference to: amending, altering, or repealing the Articles of Incorporation or Bylaws; electing, appointing, or removing any member of any committee or any councilor or officer of the Society; establishing compensation of any councilor or committee service; adopting a plan of merger, dissolution, consolidation, or approving the sale, exchange, mortgage, or distribution of all or substantially all of the property and assets of the Society; revoking proceedings for dissolution; or amending, altering, or repealing any resolution of the Council which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Council or any individual councilor of any responsibility imposed thereon by law.
Section 6.2. Committees with Non-Councilors. Council may create one or more committees with non-councilor members, but which shall not have the authority to bind the Council.
Section 6.3 Standing Committees. In addition to committees enumerated in these Articles, there shall be standing committees as established by the Council and enumerated in the Committees Policies and Procedures, including specifically committees that focus on the diversity, equity, and inclusion of groups in the U.S. that are underrepresented in cell biology, as defined by the National Institutes of Health’s Office of Extramural Research.
Section 6.4 Term of Office. The term of office for committee members shall be for one year, until the next Annual Meeting, unless a different term is specified at the time of appointment. A term of service on a committee can be shortened if the committee is terminated sooner, if the member is removed from the committee, or if the member ceases to qualify as a member. Committee members may have successive terms without limitation, unless otherwise specified.
Section 6.5 Committee Procedures. The provisions in these Bylaws pertaining to meetings, actions without meetings, notice, waiver of notice, quorum, and voting requirements apply to committees and their members as well.
ARTICLE VII – Nominating Committee
Section 7.1 Composition. The Nominating Committee shall be composed of no more than twelve voting members. The members will be selected in accordance with the procedures specified in the Council Policies and Procedures manual as established and published by the Council from time to time. The committee is intended to allow for the views of key stakeholders within the Society to be represented. Further, polices will outline the manner in which the members of the committee select their own chair.
Section 7.2 Purpose. The Nominating Committee shall present nominations for positions on the Council and officers. Whenever possible, the Committee shall present a slate consisting of more candidates than there are open positions. The Council with the advice of the Committee, shall develop and publish selection criteria as well as procedures to ensure that the pool of candidates meet those criteria and reflect as much as possible the diversity of the membership.
ARTICLE VIII – Finance/Audit Committee
Section 8.1 Composition and Purpose: The primary responsibility of the Finance/Audit Committee is to present a budget to the Council that is consistent with the strategic plan. There are specific legal eligibility requirements for the members who serve on this committee. The other Finance/Audit Committee functions include:
- Approval of the budget and recommendation for Council approval.
- Approval of financial policies, procedures, and internal controls.
- Approval of the audit and recommendation for Council approval.
ARTICLE IX – Executive Committee
Section 9.1 Composition and Purpose. The Council shall have an Executive Committee composed of the Immediate Past President, President, President-Elect, Secretary, and Treasurer. The Executive Committee shall have such authority and accountability as delegated to it expressly in writing by the Council from time to time. At no time shall it act outside the scope of that delegated authority or responsibility.
Section 9.2 Meetings. Meetings of the Executive Committee shall be held at the call of the President. The Executive Committee shall give a written report to the Council within one month of the adjournment of such meetings.
ARTICLE X – Indemnification
Section 10.1 Permissible Indemnification. The Society may indemnify officers, councilors, duly appointed or elected committee members, editors, associate editors, editorial board members, and employees (“Indemnified Parties”) who are made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan, or other enterprise, which any councilor or officer of the corporation served in any capacity at the request of the corporation, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such councilor or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful, except that no indemnification under this paragraph shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
Section 10.2 Mandatory Indemnification. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action shall be entitled to indemnification as authorized in such section.
Section 10.3 Indemnification Process. Permissible indemnification may be made by the corporation, only if authorized in the specific case: (1) By the Council acting by a quorum consisting of councilors who are not parties to such action or proceeding upon a finding that the councilor or officer has met the applicable standard of conduct; or (2) If such a quorum is not obtainable or, even if obtainable, a quorum of disinterested councilors so directs; or (3) by the Council upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in such sections has been met by such councilor or officer; or (4) by the members upon a finding that the councilor or officer has met the applicable standard of conduct set forth in such sections.
Section 10.4 Insurance for Indemnification of Councilors and Officers. A corporation shall have power to purchase and maintain insurance to indemnify the corporation for any obligation which it incurs as a result of the indemnification of councilors and officers under the provisions of this article, and to indemnify councilors and officers in instances in which they may be indemnified by the corporation under the provisions of this article, and to indemnify councilors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of this article provided the contract of insurance covering such councilors and officers provides, for a retention amount and for co-insurance, but no insurance may provide for any payment, other than cost of defense, to or on behalf of any councilor or officer if a judgment or other final adjudication adverse to the insured councilor or officer establishes that his or her acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or in relation to any risk the insurance of which is prohibited under the insurance law of this state.
Section 10.5 Exclusion of Certain Acts from Indemnification. Notwithstanding any other provision of these Bylaws, no councilor, volunteer committee chair, committee member, or employee of the Society shall be indemnified for any dishonest or fraudulent acts, willful violation of applicable law, or actions taken by such person when acting outside of the scope of such person’s office, position, or authority with or granted by Society or the Council.
ARTICLE XI – Miscellaneous
Section 11.1 Corporate Seal. The official seal of the Society shall have inscribed thereon the name of the Society and shall be in such form and medium, and contain such other words and/or figures as the Council shall determine.
Section 11.2 Fiscal Year. The Council shall, from time to time, establish the Society’s fiscal year.
Section 11.3 Parliamentary Procedure. Robert’s Rules of Order, Newly Revised, shall govern the proceedings of the Council and all committees in all cases not otherwise provided for in applicable federal or state statute or rule, the Articles of Incorporation or Bylaws of the Society or its Policies or Procedures.
Section 11.4 Contracts. Subject to the other provisions of these Bylaws and as permitted by law, the Council may authorize the CEO to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Society. This authority may be general or confined to specific interests.
Section 11.5 Confidential Information. Society members, councilors, officers, employees, and agents shall maintain in confidence and not use or disclose to others, except as permitted by law, these Bylaws, or written consent of the Society, confidential information of the Society.
Section 11.6 Publications. To fulfill objectives of the Society, the Council may authorize publication of periodicals.
Section 11.7 Bonding. The Society shall secure a fidelity bond or bonds aggregating not less than $1,000,000 issued by a company or companies acceptable to the Council to secure the faithful performance of councilors, officers, employees, and agents responsible for handling Society funds.
Section 11.8 Dissolution. In the event of dissolution, the Society shall make provision for all liabilities; dispose of assets; and distribute its remaining net assets to such entity or entities and in a manner as permitted by an entity exempt from taxation under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or any successor provision.
Section 11.9 Inspection of Records. The minutes of the proceedings of the Society, the membership books, and books of account shall be open to inspection upon the written demand of any member at any reasonable time. Such inspection may be made by the member, agent, or attorney, and shall include the right to make extracts thereof. Demand of inspection, other than at a meeting of the members, shall be in writing to the President or the CEO and shall include an affidavit that such inspection is not desired and will not be used for a purpose which is in the interest of a business or object other than the business of the Society.
Section 11.10 Conflict of Interest Policy. Under applicable State law, the Society shall have a conflict of interest policy by which a person with a conflict of interest, although being permitted to present information as background or answer questions at a committee or Council meeting prior to the commencement of deliberations and voting, shall not be present at or participate in Council or committee deliberation or vote on the matter giving rise to such conflict. The person with the conflict shall not attempt to influence improperly the deliberation or voting on the matter giving rise to such conflict. The existence and resolution of the conflict is to be documented in the minutes of any meeting at which the conflict was discussed or voted upon. Prior to the initial election of any councilor, and annually thereafter, councilors shall complete, sign, and submit to the secretary or other designated corporate officer a written statement identifying, to the best of the councilors knowledge, any entity of which such councilor is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the corporation has a relationship, and any transaction in which the corporation is a participant and in which the councilor might have a conflicting interest. The completed statements shall be provided to the chair of the audit committee or, if there is no audit committee, to the President. The Finance/Audit Committee, the entire Council, or a committee composed solely of independent councilors must supervise the adoption, implementation, and compliance with an organization’s conflicts of interest policy and its whistleblower policy, if a whistleblower policy is required.
Section 11.11 Related Party Transactions. Under applicable State law, the Society shall not enter into any related party transaction unless the transaction is determined by the Council to be fair, reasonable, and in the Society’s best interest at the time of such determination. Any councilor, officer, or key employee (each called a “Related Party”) who has an interest in a related party transaction shall disclose in good faith to the Council, or an authorized committee thereof, the material facts concerning such interest. Prior to entering into a transaction with a Related Party, the Society shall consider alternative transactions to the extent available, but otherwise shall require approval of such a transaction by not less than a majority vote of the councilors or committee members present at the meeting; and contemporaneously document in writing the basis for the Council or authorized committees approval, including its consideration of any alternative transactions.
Section 11.12 No Loans to Councilors or Officers. The Society shall not make any loans to a councilor or officer or to any other corporation, firm, association, or other entity in which one or more of its councilors or officers are directors or officers or hold a substantial financial interest, except a loan by one charitable corporation to another charitable corporation. A loan made in violation of this section shall be a violation of the duty to the corporation of the councilors or officers authorizing it or participating in it, but the obligation of the borrower with respect to the loan shall not be affected thereby.
Section 11.13 Whistleblower Policy. State law requires that the Society have a whistleblower policy to protect from retaliation persons who report suspected improper conduct. No councilor, officer, employee, or volunteer of the Society who in good faith reports any action or suspected action taken by or within the corporation that is illegal, fraudulent, or in violation of any adopted policy of the corporation shall suffer intimidation, harassment, discrimination or other retaliation or, in the case of employees, adverse employment consequence. The whistleblower policy shall include: (1) procedures for the reporting of violations or suspected violations of laws or corporate policies, including procedures for preserving the confidentiality of reported information; (2) designation of an employee, officer, or councilor of the corporation to administer the whistleblower policy and to report to the audit committee or other committee of independent councilors or, if there are no such committees, to the Council; and (3) the requirement that a copy of the policy be posted on its website or distributed to all councilors, officers, employees, and to volunteers who provide substantial services to the corporation.
ARTICLE XII – Amendments to the Bylaws
Section 12.1. Amendments to the Bylaws may be initiated by individual members of the Council or by a petition to the Council signed by fifty voting members of the Society. The Council must act upon amendments within seven months of initiation. Approval by a majority of the entire Council is required for further consideration of an amendment. Within twelve months following Council approval, the amendment must then be presented to the membership. This can be accomplished by a mail ballot or, to the extent permitted by law, by an email or Internet-assisted ballot; for such ballots, the amendment is adopted upon approval by a majority of those voting members who vote on the matter. The amendment may also be considered at an official business meeting provided that a quorum is present; in this case, the amendment must be approved by a two-thirds majority of those voting.