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The Gerontological Society of America Bylaws as amended 2004 Article I. Name, Purposes and Mission Section 1. Name The name of this organization shall be The Gerontological Society of America. Section 2. Purposes
Section 3. Mission
Article II. Corporate Seal Section 1.
Article III. Membership Section 1. Membership in the Society shall be open to persons of good character who hold interest in furthering the purposes of the Society as stated in Article I of these bylaws and who meet the qualifications for membership as stated in Article III, Section 2 of these bylaws. The Membership Committee shall function for the Society and its Sections as specified by these bylaws. Section 2. Classes of Membership There shall be six classes of members: Fellow, Member, Student, Undergraduate, Emeritus, and Honorary. In addition, operating Units of the Society may include other membership in that Unit only. The designation of "member" in these bylaws shall be deemed to include all categories, except where there is an express provision to the contrary. a. Fellows Fellows shall be members of the Society who were nominated by a Fellow of his or her Section and met the standards described below. Applications for Fellowship must be submitted through the Section of the applicant. 1) The minimum standards for Fellow shall be (a) an advanced degree beyond the baccalaureate conferred by a graduate school of recognized standing, or a professional degree from an accredited professional institution; (b) prior status as a Regular Member for at least five years and involvement in Society activities-must show evidence of a strong long-term commitment to the Organization, that can be demonstrated in a variety of ways, e.g., elected office in GSA; GSA abstract or journal reviewing; GSA committee membership for some duration; chair of GSA symposia; (c) active engagement at the time of nomination in the advancement of gerontology-active engagement at the time of nomination in the advancement of gerontology can be demonstrated by a variety of GSA activites and/or non-GSA activities which may include: (1) academic, e.g., teaching aging courses at university of medical school settings; (2) administration, e.g., chair of a department of gerontology or aging studies program; (3) clinical, e.g., working with older adults, caregivers, staff of geriatric facilities in innovative ways; supervision or students in geriatric practica; (4) research, e.g., administering grants, promoting methodological or statistical improvements; and (5) public policy, e.g., advocacy for older adults at local, state, regional, and/or national levels; (d) five years of acceptable professional experience; (e) evidence of unusual and outstanding contribution or performance in the field of gerontology-may be reflected in scholarly achievements such as publications in peer-reviewed journals, funded research projects, and/or chairing symposia at national conventions. Publication of 5 works represents a minimum. Development of innovative curricula for gerontology tracks, the winning of teaching awards for gerontology courses, directorship of nationally recognized aging-related policy programs are also examples of notable contributions; and (f) letter of endorsement by two current Fellows of the sponsoring Section-endorsements should clearly reflect how the candidate has had a visible, long-term impact on gerontology. 2) The requirement of an advanced or professional degree may be waived upon submission of evidence satisfactory to the Fellowship Committee of the Society of outstanding contribution or performance in gerontology. 3) GSA Council awards fellow status. The approval process for Fellow shall include the following: (a) endorsement by two Fellows of the Society who are members of the Section through which application or nomination for Fellowship is being made; (b) review and nomination by the Fellowship Committee of the appropriate Section; (c) approval by the Society Fellowship Committee; and (d) award by Council. 4) Application for Fellow status shall be initiated through the Section designated by the applicant as their Section of primary identification. 5) Fellow status is conferred only once by the Society. 6) A member whose application or nomination for Fellow is rejected at any stage may appeal by resubmitting the application or nomination with additional supporting information to the Society's Fellowship Committee. b. Members Members shall be persons who hold interest in furthering the purposes of the Society and whose applications the Society's Membership Committee has approved. The approval process for Members shall include approval by the Society's Membership Committee. Upon joining the Society, each Member must select one Section of which he/she shall hold membership. Each member, regardless of Section, shall have one vote for all Society-wide offices. The privileges of voting and holding Section office shall be under the rules and eligibility established by the member's Section and shall conform to these bylaws. Sections may determine their own qualifications for membership, provided that the designations of Fellow, Member, Emeritus, Emerging Scholar and Professional, Undergraduate and Honorary Member shall be reserved for members of the Section who qualify for the same status, respectively, in the Society. A member may request a change in his/her membership from one Section to another at any time without penalty, prejudice, or reapplication for GSA Membership. Fellowship status is awarded by the GSA in recognition for outstanding contributions to the field of gerontology. Applications for Fellowship status shall be made in accordance with the process described in these bylaws. c. Student Members A student who is registered full time for graduate or professional studies at an accredited educational institution or who is completing his/her internship or residency requirements and who hold interest in furthering the purposes of the Society may be admitted as a Student Member. He/she may continue as a Student Member for no longer than seven consecutive years, unless he/she successfully petitions the Society for an extension. The student may not continue beyond the membership year in which he/she ceases to qualify for this category of membership. The approval process shall follow those specified in these bylaws for Members. c-1. Undergraduate Student Members A student who is registered full time
for undergraduate studies at an accredited educational institution may be admitted
as an Undergraduate Student Member to the Society for two years. GSA Council will
determine fees and benefits for this category of membership. c-2. Transitional Student Member A current GSA ESPO student member who is graduating from their degree program and transitioning to regular member status may become a "Transitional Student Member" to the Society for two years after graduation. GSA Council will determine fees and benefits for this category of membership. d. Emeritus Any person who for a total of 20 years has been a Member or Fellow of the Society and who is no longer compensated for professional work may request "Emeritus" (Members or Fellow) status. Upon recommendation of the Membership Committee of the Society and approval by Council, he/she shall be so designated. Such Member or Fellow shall pay no dues, receive publications at a cost specified by Council, and retain all other respective rights and privileges of the Society. e. Honorary The Council may elect as Honorary such persons as it determines have made distinguished contributions to gerontology. They shall have all rights and privileges of the Society but they shall pay no dues and shall have no vote. f. Other Operating Units of the Society may include non-individual membership. In such cases, membership will be defined in the bylaws of the Unit and will apply to membership in the Unit only. Section 3. A member may be dropped from membership by a three-fourths vote of Council for conduct which tends to injure the Society or which is contrary to or destructive of its purposes, provided that such allegations have hearing and to respond to those allegations before Council or a body designated by it. Section 4. The Electorate of the Society shall consist of the Fellows, Members, Student Members, and Emeriti. Article IV. Sections, Units, and Affiliations
Section 1. Sections and Units of the Society a. Section and Unit Organization Sections may be organized to represent major scientific and professional interests that lie within the Society. Operating Units also may be organized to represent scientific and professional interests that lie within the Society, and shall incorporate all relevant definitions that apply to Sections. The Association for Gerontology in Higher Education (AGHE) shall be such an operating Unit within the Society. b. Membership in Sections Upon joining the Society, each Member must select a Section in which he/she is to hold primary membership. The privileges of voting, holding office, and election to Fellowship shall apply for membership in other Sections under the rules of eligibility and election established by the Sections and conforming to these bylaws. Sections may determine their own qualifications for membership, provided that the designations of Fellow, Member, Emeritus, Student Member, and Honorary shall be reserved for members of the Section who qualify for the same status, respectively, in the Society. Each Section shall have a Membership and a Fellowship Committee to function for it on these matters. c. Membership in Units Units, with the approval of Council, may determine their own qualifications for membership. The privileges of voting and holding office shall apply to the given Unit only. Membership in a Unit does not automatically constitute membership in the Society. d. Establishment of Sections and Units A Section shall be established whenever 10 percent or more of the members of the Society listed on the roll of the previous January 1 petition for it and express intent to be active members in it and the Council approves it. A two-thirds vote of the Council at an annual meeting of the Council is required for the establishment of a new Section or Unit; if members are not present the secretary shall poll them individually for vote on the matter. The Council may then create such
Sections or Units provided that (a) they represent an active and functionally
unitary interest of a group of members, (b) their proposed objectives fall within
the scope of those specified in Article I, (c) their membership is not restricted
on any basis other than gerontological interests and qualifications, and (d) the
establishment of any new Section or Unit is not inimical to the welfare of any
other Sections or Units already established. Sections or Units formed from already
existing associations or organized as new associations may use an association
name, provided they append to it the phrase, "A Section or Unit of The Gerontological
Society of America." e. Dissolution of Sections and Units The Council shall dissolve a Section or Unit when the Section or Unit votes to recommend dissolution. The Council may also dissolve a Section or Unit for good and sufficient reason by a two-thirds vote of its members, whether present or absent at its annual meeting, provided that the reasons for dissolution are stated in writing by the Council to the membership of the Section or Unit and that the Section or Unit membership has been given full opportunity to respond. f. Autonomy of Sections and Units All Section and Unit activities are subject to the review of Council, but the intent of these bylaws is that Sections and Units function autonomously within their respective fields in all matters not specifically reserved to the Society and to Council by these bylaws. Sections and Units shall elect such officers and form such committees as these bylaws specify for them and conduct elections at such time and manner to synchronize with the operations of the Society. Society-wide activities and functions shall take precedence but will work in conjunction with interested Sections and Units. g. Sectional Officers Each Section shall have a chair and chair-elect, and such other officers as it may desire. The chair, immediate past chair, and chair-elect shall represent the Section on the Society's Council; the last, however, without vote. In accordance with Article VI, Section 1, in those instances where a Section represents at least 45 percent of the Society's total membership, the chair-elect will be accorded a vote. h. Unit Officers Officers of a Unit shall be selected
in accordance with Unit bylaws. Each Unit shall designate three representatives
to GSA Council, of which one will serve without vote. i. Sectional and Unit Bylaws Each Section and Unit shall establish and maintain its own bylaws within the framework of the Society's bylaws and file a copy of its current bylaws and personnel and structure with the central office. Each Section and Unit may adopt such rules of procedures, as it may desire, subject to approval by the Council. j. Sectional and Unit Finances and Journals A Section or Unit may administer such funds as are allocated by Council to its use. It shall establish or operate a journal only with the approval of Council, and then only under the managerial and editorial supervision of the Society's Publications Committee. Section 2. Representation to Other Organizations a. By action of Council, the Society may establish representation to other scientific or professional associations or coalitions that may have collaborative interest in furthering the purposes of the Society. b. Such representatives will be appointed by the Society's President(elect) in consultation with the appropriate Section Chair and/or governance Unit, e.g., Task Force, Interest Group. The length of term should be determined in each instance based on the characteristics of the interorganizational interaction. c. Funding for the liaison's travel will be determined on an individual basis and must be requested and approved by GSA in advance of travel. d. It shall be the practice of such representatives to indicate that they speak as individuals only, except when Council has explicitly endorsed their statements. e. Such representatives shall submit a written report to Council at the time of the annual meeting of the Society. f. A letter shall be sent to all new appointees indicating the rules and reporting requirements consistent with these bylaws. Article V. Officers Section 1. Officers The elected officers of the Society shall be a president, a president-elect, a secretary, a treasurer, and a treasurer-elect, the latter to serve only during the last year of the current treasurer's term. The chairs of the Sections shall be the vice-presidents of the Society. Officers of Units shall be designated in the Unit's bylaws. Section 2. Terms a. All officers shall assume their duties at the close of the annual business meeting. b. The president shall serve for one year or until his/her successor is elected and qualified. c. The president-elect shall assume the office of president at the close of the annual business meeting, which is held the year following his/her election. d. The terms of the secretary and treasurer shall be for three years and may serve no more than two successive terms. e. The treasurer-elect shall be elected one year prior to the completion of the current treasurer's term. The treasurer-elect shall serve as a non-voting member of Council and as a member of the Society's Finance Committee. The treasurer-elect shall assume the office of treasurer at the close of the annual business meeting, which is held the year following his/her election. f. Terms of Unit Officers
shall be designated in the Unit's bylaws. Section 3. Vacancies a. If the office of the president shall become vacant, the president-elect shall assume such office. If for any reason the succession of the president-elect shall become impossible, a successor to the office of president shall be appointed by the Council, with the advice of the Nominating Committee, for the remainder of the unexpired term of president. If the office of the president-elect shall become vacant, the Nominating Committee shall nominate a successor and a special ballot shall be mailed to the Electorate of the Society within a period of six weeks. b. If the office of the secretary or treasurer shall become
vacant, the Council, with the advice of the Nominating Committee, shall appoint
a successor to serve until the next regular election. Section 4. Duties a. The president shall perform such duties usually associated with the office of president of an association and not specifically delegated in these bylaws to other persons. He/She shall preside at annual and special meetings of the Society and at meetings of the Council and its Executive Committee. He/She shall be responsible for the administration of the business of the Society and shall be an ex-officio member of all committees except the Nominating and Awards Committees. With the approval of the Executive Committee, he/she may call special meetings of the Society. b. The president-elect shall perform the duties of the president in the absence or disability of the president, and he/she shall perform such other duties as are specified in these bylaws. c. The secretary shall serve as secretary of all meetings of the Society, of the Council, and of its Executive Committee. He/She shall keep the membership rolls of the Society, shall issue notice of the annual meeting in due time and manner, shall issue written notices of elections and of special meetings, and shall perform such other duties as are specified in these bylaws. d. The treasurer shall receive, disburse, and account for all funds belonging to the Society. He/She shall serve as chair of the Finance Committee and perform such other duties as are specified in these bylaws. e. The treasurer-elect shall perform the duties of the treasurer
in the absence or disability of the treasurer and shall perform such other duties
as are specified by the treasurer or Council. Article VI. Council and Executive Committee Section 1. Composition of Council There shall be a Council consisting of the following persons: the Society's president, president-elect, immediate past president, secretary, treasurer, treasurer-elect (in those years when one is elected), the chairs and the immediate past chairs of each Section, the chair of the Emerging Scholar and Professional Organization, and two representatives from each Unit. The chairs-elect of each Section, the treasurer-elect, and a third representative from each Unit shall attend meetings without vote. However, when the membership of a Section exceeds 45 percent of the total membership, as determined by the membership records of any year on January 1, the Section will be entitled to a third voting member on Council, who will be the chair-elect of the Section. The Section or Unit shall lose the third vote whenever its membership, as of January 1, falls below 45 percent of the total membership. If an individual representing a Section or Unit is unable to serve, the Section shall provide a replacement to serve until the next regular election is held. All Unit representatives on Council must be GSA members. Section 2. Functions of Council The Council shall function as a policy body of the Society, and shall also exercise general supervision over the affairs of the Society, including the appointment of and the supervision of the work of an executive director. The Council shall formulate policy to be recommended to the Society and shall review and have the power to approve or disapprove membership in the Society and the appointment of members to committees. It shall have responsibility for all activities undertaken in the name of the Society and shall perform such other duties as are specified in these bylaws. The Council shall have responsibility and authority over the funds of the Society and its Units, within the limitations set forth by the Certificate of Incorporation and in these bylaws, and it may review or examine, upon its own initiative or upon bona fide request of a member, the actions of any officer, committee, Section, Unit, or other instrumentality of the Society. Section 3. Council Meetings The Council shall hold a regular meeting each year at the time of the annual meeting of the Society and at other such times as the president may call. Special meetings may be called by the president, with the approval of the Executive Committee, or by vote of the Council itself and shall be called upon the written request of a majority of the Council. Notice of meetings, in writing, for every annual meeting and for special meetings shall be prepared and mailed to each member no less than 15 days before the meeting. The Council shall publish its minutes and proceedings. All meetings of the Council shall be open to all members of the Society, except when two-thirds of the Council votes for a closed meeting. Section 4. Council Rules a. A majority of the members of the Council shall constitute a quorum, unless otherwise stated in these bylaws. Except as otherwise specified in these bylaws, decisions shall be by a majority of those present in voting. No proxy voting shall be permitted. However, chairs-elect of Sections may vote in the absence of the chair or the past chair. The Council may adopt such rules for the transaction of its business as it wishes, provided the rules do not conflict with these bylaws. b. Chairs of the Society committees shall submit a written
report of committee activities one month prior to the Council meeting held at
the time of the annual meeting. The chairs will participate in this Council meeting
solely for the purpose of discussing the written report, presenting committee
recommendations, and, if need arises, presenting new information. Committee chairs
will attend other Council meetings at the request of the president. Section 5. Executive Committee A committee of the Council, consisting of the president, president-elect, immediate past-president, secretary, treasurer, the chairs of the Sections, and a representative of each Unit shall be designated as the Executive Committee of the Council. A quorum for the Executive Committee shall have the authority to take such actions as are necessary for the conduct of the Society in accordance with these bylaws and the policies of the Council. The Executive Committee shall report its transactions to the Council at each meeting of the Council. In addition, the Executive Committee shall be responsible for the development, approval, and periodic review of the Society's administrative and personnel policies. The executive Committee shall be responsible for, and
provide Council at least annually with, an evaluation of the Executive Director. Article VII. Committees Section 1. The standing committees of the Society shall consist of those specified in the bylaws. The membership of the committees shall be appointed no later than 30 days following the annual business meeting. All categories of members shall be eligible to serve on committees for the term specified in the Section of the bylaws pertaining to these committees. The president shall be a member ex officio of all committees, except the Nominating Committee and the Awards Committee, but he/she may designate the president-elect to serve in his/her place. a. Standing Primary Committees are those committees necessary to the day-to-day operations of the society and normally require an interim meeting between annual meetings to carry out their duties. Standing Primary Committees are: Finance Committee; Program Committee; Public Policy Committee; Publications Committee; and the Research, Education, and Practice Committee. b. Standing Secondary Committees are
those committees that further the goals of the Society but are not involved in
its day-to-day operations. These committees will meet at the annual meeting of
the Society. Standing Secondary Committees are: Awards Committee; Fellowship Committee;
Humanities and the Arts Committee; Membership Committee; Nominating Committee;
and the President's Cabinet. Section 2. Special Committees a. Ad Hoc Committees The president for a specific task or purpose may create ad hoc committees. Such committees will exist for a limited period of time specified at the time of creation. When appropriate, membership on ad hoc committees should be representative of all Sections and Units. The Society president makes appointments to such committees, with input from appropriate Section and committee chairs and Unit officers. b. Society Task Forces Society task forces are created to focus on substantive issues or initiatives that cut across Sections and committees. Council establishes task forces for three-year terms, which are renewable by Council. Whenever possible, membership should include representation from all Sections and Units. The Society president will appoint the chair. The appropriate Section chair and Unit officer will appoint Section and Unit representatives. c. Advisory Committees Advisory committees are created to advise in regard to specific projects or specific needs of standing committees. The GSA president makes appointments to advisory committees with input from appropriate committee chairs or project director. d. Interest Groups Interest groups are formed around a topic or issue that cuts across disciplines and Sections in the Society. Council is responsible for the approval and periodic review of the operating protocol, which shall apply to all interest groups. Section 3. The chairs of the Humanities and the Arts; Public Policy; Publications; and Research, Education, and Practice Committees shall appoint for two years one additional member selected from members classified as Student Members. The chairs of the Finance, Membership, and Program Committees and special task forces will make one appointment for one year from members classified as Student Members. There will be no Student Member appointments to the Awards, Fellowship, or Nominating Committees, or the President's Cabinet. The chair of the Emerging Scholar and Professional Organization will appoint nominations for all student appointments. Section 4. Standing Primary Committees a. Research, Education, and Practice Committee 1) Composition: Four representatives from AGHE; one member from each Section; a chair; and a chair-elect who shall serve as vice-chair of the committee; immediate past chair; and two Student Members, one from AGHE and one from the Society, selected each year for a two-year term. Representatives shall serve two-year staggered terms. Sectional representatives shall be appointed by Section chairs-elect. AGHE officers shall appoint the AGHE representatives. 2) Duties: It shall
be the duty of this committee to advise the Council on all matters pertaining
to research, education, and practice in gerontology. It shall have concern for
all three aspects of gerontology, including their continued encouragement, development,
and promotion. It shall have particular responsibility for liaison with agencies
giving financial support for research, education, and practice in gerontology
and for seeking new ways in which the Society can promote these activities. The
committee shall review and make recommendations to Council concerning the disposition
for all projects proposed by members, staff members, Sections, or Units of the
Society. The final responsibility for the conduct, management, and control of
all projects, however, shall rest with Council. b. Finance Committee 1) Composition: One member from each Section and Unit, the Society treasurer who serves as chair, the treasurer-elect in those years when one is elected, one Society member with fiscal expertise to be appointed by the president, and a Student Member. The terms of office shall be three years for chair/treasurer, two years for each Section and Unit representative, and one year for the president's appointee and Student Member. The Section and Unit representatives shall be appointed by the chair-elect of the Section and by a Unit officer, respectively, and shall serve staggered terms of office. The Society's Executive Director and Controller will serve as ex-officio members of the committee. 2) Duties: It
shall be the duty of this committee to advise the Council on the Society's financial
affairs; to make recommendations for, and with the approval of Council, to carry
out plans for, obtaining funds to fulfill the purposes of the Society; to make
recommendations for the investment of funds, and, with the approval of Council,
to make purchases and sales of securities in the name of the Society; and to nominate
to Council the professional auditors for an annual audit. It shall be the duty
of this committee to draw up an annual budget for consideration by Council. c. Program Committee 1) Composition: The chair-elect of each Section plus a chair or co-chairs, a chair- or co-chairs-elect, a local arrangements chair, one representative from each Unit, and a Student Member. A chair- or co-chairs-elect will be appointed by the president-elect to serve for two years-one year non-voting as chair-elect and then as chair or co-chairs during the year in which he/she will be president. The Unit member shall be appointed by a Unit officer and shall serve a one-year term. The local arrangement chair will be appointed by the president-elect to serve only for the year of the meeting for which he/she was appointed. The Student Member shall be appointed in accordance with Article VII, Section 3 of these bylaws. 2) Duties: To organize
and oversee the scientific and professional program for meetings of the Society. d. Public Policy Committee 1) Composition: Three members from each Section and Unit serving staggered terms of three years; two members from the Emerging Scholar and Professional category serving staggered two-year terms; a chair and in the last year of the chair, a chair-elect. The committee chair will serve for a three-year term-one year as chair-elect and two years as chair. The chair-elect shall be appointed in the last year of the current chair's term by the GSA President-elect. Section chairs-elect appoint Section Representatives, AGHE appoints AGHE Representatives, and the Emerging Scholar and Professional Organization chair appoints the representatives from that category. 2) Duties:
It shall be the duty of the committee to advise the Council and also individuals,
agencies, and officials outside the Society on matters relevant to the encouragement,
development, and promotion of gerontology in accordance with the stated purposes
of The Gerontological Society of America. The committee shall formulate statements
on such matters and these statements shall be made available to Council and to
all members of the Society and all interested parties. Such statements shall be
made available as expert and technical assistance to governmental officials when
requested by them as public service. The committee shall be authorized to speak
for the Society and to represent the Society at meetings on such matters provided
that such views constitute the majority views of the members of the committee
and are not in disagreement with the current stated policies of Council. The Council
shall have the explicit power to review such matters whenever it wishes and to
determine whether or not the committee spokespersons continue to speak for the
Society. The committee shall review and make recommendations to Council concerning
the disposition of all projects in this area proposed by members, staff members,
or Sections and Committees of the Society. The final responsibility for the conduct,
management, and control of all projects, however, shall rest with Council. The
Public Policy Committee provides policy direction to the National Academy on an
Aging Society, the policy institute of GSA. e. Publications Committee 1) Composition: Two members from each Section and Unit, a chair, a chair-elect during the last year of the current chair's term, and two Student Members. The committee chair-elect shall be appointed in the last year of the current chair's term by the president-elect and shall serve one non-renewable term of three years - one as chair-elect, and two years as chair. Section and Unit representatives shall serve staggered three-year terms, which are non-renewable. Student Members shall serve staggered two-year terms. Recommendations for one student member appointment will be made each year by the chair of the Emerging Scholar and Professional Organization. The president, with approval of Council, will make all appointments to the committee. Editors of GSA journals shall submit an annual written report by the end of each calendar year. All editors shall participate, without a vote, in the Publications Committee meeting held each year at the time of the Society's annual meeting. In cases of meetings held at times other than the annual meeting, participation by editors shall be at the request of the committee chair. 2) Duties:
It shall be the responsibility of the Publications Committee to advise the
Council on ways in which the Society's objectives may be implemented through publications,
and to make recommendations on publications plans and policies, including the
management, acquisition, initiation, or discontinuance of publications. With the
approval of Council, this committee shall also appoint editors of the journals
who will serve staggered four-year terms, which are not renewable. Publications
Committee may extend the term of an Editor for one additional year if deemed appropriate
or to establish better staggering of Editors. Within the stipulations of these
bylaws and the guidelines provided by the Council, and within the funds allocated
to it by Council, the committee shall carry out the Society's publications program. Section 5. Standing Secondary Committees a. Nominating Committee 1) Composition: The immediate past president of the Society as chair, plus four immediately preceding past presidents of the Society, and the chair of the Section from which the nominee for the presidency will be chosen. 2) Duties: To propose names of candidates for offices
of the Society in accordance with these bylaws. b. Awards Committee 2)
Duties: It shall be the duty of this committee to nominate to the Council
annually a recipient of a distinguished research award; a recipient of a distinguished
professional leadership award; for exemplary teaching, research, and interpretation
of gerontology to the wider society, and recipients of such other awards as may
be established by the Society. The committee shall also report annually to the
Council the number of persons nominated for each award. The committee shall solicit
nominations from membership through appropriate media such as the Society's journals
and newsletter, and shall specify the date by which nominations and supporting
documents must be received. Committee nominations to Council for recipients of
both a distinguished research award and a distinguished professional leadership
award shall be Fellows of the Society. c. Fellowship Committee 1) Composition: Two Fellows from each Section and Unit, a chair, a chair-elect of the committee, and an immediate past chair. One member shall be appointed each year by each Section chair-elect for two years - the first year as Section representative-elect. The chair-elect/vice chair shall be a Fellow of the Society and be appointed by the president-elect to serve three years - one year as chair-elect, one year as chair, and one year as immediate past chair. 2) Duties: It shall
be the duty of this committee to oversee the review of all applications for Fellowship
in the Society and to make nominations of the same to Council. d. Membership Committee 1) Composition: One member from each Section and Unit, a chair, a chair-elect during the current chair's term, two Student Members, plus a representative from the Society's Task Force on Minority Issues in Gerontology. Section representatives will be appointed by Section chairs-elect to serve staggered three-year terms; Unit representatives shall be appointed by a Unit officer. A chair-elect will be appointed in the last year of the current chair's term by the president-elect and shall serve one nonrenewable term of three years - one year as chair-elect and two years as chair. The chair of the Society's Task Force on Minority Issues in Gerontology will designate a representative to the Membership Committee to serve a three-year term. 2) Duties: It
shall be the duty of this committee to oversee the activities and policies of
the Society concerning membership and to assist the Society and its staff with
membership promotion and retention. e. President's Cabinet 1) Composition: All past presidents of the Society. The third most recent past president will serve as chair. 2) Duties: It shall be the duty
of this committee to provide general counsel to the president of the Society while
more specifically acting upon those special assignments delegated to it by the
president and Council. f. Humanities and the Arts Committee 1) Composition: Three members from each Section and Unit; a chair; and a chair-elect, who shall serve as vice-chair of the Committee; and immediate past-chair, and two Student Members, one selected each year for a two-year term. One member shall be appointed each year by each Section chair-elect and a Unit officer to serve for three years - the first year as Section representative-elect. The chair-elect of the Committee shall be appointed by the president-elect of the Society to serve for three years - on year as chair-elect, who shall serve as vice-chair of the committee; one year as chair; and one year as immediate past chair. 2) Duties:
It shall be the duty of this committee to promote research and program development
in humanities and the arts, to aid in providing a forum for discussion and dissemination
of the results of research and development programs, and to encourage new Society
membership from the fields of humanities and the arts. The committee shall review
all activities undertaken or to be undertaken by the Society in the fields of
humanities and the arts and report its recommendations to the Council of the Society.
The final responsibility for the conduct, management, and control of all projects,
however, shall rest with Council. Article VIII. Nominations and Elections of Society Officers Section 1. Nominations a. At the time of nomination, all candidates will receive a copy of the approved guidelines for the conduct of nominations and elections for GSA offices. All elections will be conducted in accordance with those approved guidelines. An election can be declared null and void by two-thirds vote of Council if it is determined that approved guidelines were violated or other ballot irregularities occurred. b. Nominations shall be made by a Nominating Committee consisting of persons as specified in the bylaws. c. The Nominating Committee shall propose at least two candidates to fill each office of the Society for the ensuing year and shall make recommendations to the Council for filing vacancies that may occur. The Committee shall determine the eligibility of nominees and ascertain their willingness to stand for office. d. Any member of the Society in good standing may submit recommendations for nominees to the Nominating Committee. e.
By a petition signed by at least 100 members of the Society in good standing,
an eligible nominee for an office in the Society submitted to the Nominating Committee
prior to its certification of nominees to the Council shall be included on the
ballot. Section 2. Elections a. Officers of the Society will be elected by a mail ballot sent by the secretary to the Electorate (Article III, Section 4) of the Society not less than 16 weeks prior to the annual meeting. The election shall be closed 12 weeks prior to the annual meeting. The candidate receiving the majority of votes cast shall be elected. b. A vacant line shall be included on the ballot under the names of the candidate or candidates for each office so the voters may write in a personal choice for the office. c. The secretary shall be responsible for counting the votes, for retaining the ballots until the annual meeting, and for reporting the outcome of the election to the Society at its annual meeting. d. The candidate receiving the majority of
votes cast shall be elected. Lots shall resolve tie votes. In case no candidate
receives a majority vote, a runoff election shall be conducted between the two
candidates receiving the highest number of votes. Article IX. Meetings, Business, and Related Affairs Section 1. Annual Convention, Annual Meeting, and Special Meetings a. There shall be an annual convention of the Society at a time and place to be determined by Council. Joint meetings of the Society with related societies shall be subject to the approval of Council. b. There shall be a session at the annual convention for the annual business meeting of the Society, such sessions not to conflict with other major program interests. At this session, reports of the preceding year shall be presented to the membership by the president, the secretary, and the treasurer, plus the chairs of all the Sections and of all standing committees, and officers of all Units of the Society. Each shall report to the Society regarding his/her particular responsibilities and activities. In addition, the Society shall conduct other business as specified in these bylaws and as members may wish to bring it in accordance with these bylaws. c. Special meetings of the Society may be called by the president with the approval of Council and shall be called by the president upon the written request of 10 percent of the membership listed on January 1 of the current year. d. Written notice of the time and place of the annual meeting and indication of any special items on the agenda shall be mailed to the members at least 30 days before the meeting. The secretary shall mail written notice of special meetings to each member at his last known address no less than 15 days before the date of such meeting. e. At any meeting of the Society, at least two percent of the paid membership as of 30 days prior to that meeting shall constitute a quorum. f. The annual business meeting of the Society shall have an agenda approved by Council. In order to ensure the inclusion and consideration of a motion or resolution initiated by a member on the agenda of the business meeting a member must submit the proposed item to an ad hoc Rules Committee (composed of one person from each Section and Unit of the Society with the chair designated by the President) appointed by the President with the concurrence of the Council. Submission must be made at least 15 days in advance of the scheduled business meeting of the Society at its annual meeting. The ad hoc Rules Committee shall rule on the appropriateness of the proposed items with special attention to items that are related to the bylaws or to the objectives of the Society. The Rules Committee to Council shall certify appropriate items for inclusion on the agenda. Items proposed by members that are not certified shall be accompanied by an explanation of this recommendation. The Rules Committee's recommendation not to certify an item, if accepted by Council, may be appealed from the floor and shall be placed on the agenda only with the approval of two thirds of the eligible members voting in the duly convened business meeting of the Society. g. Motions, resolutions, or similar items of business shall
be submitted to the full membership via mail ballot if requested (1) by Council,
(2) by majority vote at a duly convened meeting of the Society, or (3) in writing
and signed by at least 50 members of the Society. Further, any action taken at
an annual meeting may, at the prerogative of the chair, be ruled inconclusive
pending a referendum to be conducted within 30 days of that meeting; such decisions
by chair not to be eligible for appeal. Such referenda that do not constitute
amendments to the bylaws voting shall be binding the organization if supported
by a majority of the members voting. Section 2. Dues and Assessments a. Dues and assessments for the Council shall determine members of the Society, subject to ratification by the Society at the duly constituted business meeting. They shall be payable July 1 of the year to which they apply. Nonpayment of dues by non-emeritus members shall be considered equivalent to resignation from the Society. b. Members shall be entitled to such privileges and to
receive such publications as determined by these bylaws and by recommendation
of Council and ratification by the Society at the duly constituted business meeting. Section 3. Central Office The Society shall establish and maintain a central office for promotion of the objectives of the Society, including its Sections and instrumentalities, at such a place and with such staff and facilities as the Council may direct. The executive officer shall be the director of the central office. He/she shall report on the operations of the central office to the Council at each of its meetings and by publication at least annually to the membership. Section 4. Publications Such notices, records, proceedings, journals, and other documents shall be published as are authorized in these bylaws or by a vote of Council. Section 5. Endowment Fund The Society will establish an Endowment Fund, the interest of which may be used for normal operating expenses. All gifts and bequests to the Society not designated for a specific purpose shall be placed in this fund. Council may add additional monies to this fund from time to time but may use the principal only as collateral for the purpose of building or purchasing permanent national headquarters for the Society. Article X. Amendments Section 1. Initiation Amendments may be proposed (a) by Council or (b) by petition signed by 50 members of the Society. Section 2. Adoption The Society, by vote of two thirds of the members present at any annual meeting, or by two-thirds vote of all members voting on a mailed ballot, may adopt such amendments to these bylaws as are consistent with the Society's Certificate of Incorporation and as have been (a) presented and explained as in a statement mailed to the last known post office address of each member at least 30 days preceding the next annual meeting and (b) presented and explained as necessary in a statement accompanied by a ballot and sent by mail to each member at least 60 days prior to the date the vote is to be taken. The Council shall determine the method of balloting. The secretary shall be responsible for counting the votes, for retaining the ballots until the next annual meeting of the Society, and for reporting the results to the membership within a reasonable period of time, in no case later than the next annual meeting. Section 3. Effective Date The effective date for each amendment to the bylaws should be specified on the ballot. If no effective date is indicated, following approval as specified by Sections 1 and 2 of this Article, an amendment shall become effective on the date selected by official action of Council, but in no case later than the next annual meeting. Article XI. Rules of Procedure The rules of procedure in the meetings of the Society, including the Council and the Executive Committee, shall be those of Robert's Rules of Order (latest edition), except as may be otherwise specified in these bylaws. All motions, except as otherwise specified in these bylaws, shall be determined by a majority of votes cast. The president may appoint a parliamentarian, but his/her role is advisory only. Article XII. Dissolution of the Society In the event of the dissolution of The Gerontological Society of America, the Executive Committee of the Society shall determine the manner of disposition and liquidation of the assets of the Society. All assets shall be handled in accordance with Internal Revenue Service regulations regarding dissolution of scientific and educational non-profit 501 ©(3) corporations. Article XIII. Indemnification Section 1. The Society shall indemnify each member of its Council and Executive Committee, as described in Article VI hereof, and each of its officers, as described in Article V hereof, for defense of civil or criminal action or proceedings as hereinafter provided and, notwithstanding any provision in these bylaws, in a manner and to the extent permitted by applicable law. Section 2. The Society shall indemnify each of its Council and Executive Committee members and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney's fees, actually and necessarily incurred or imposed as a result of such action or proceeding, or any appeal therein, imposed upon or asserted against him/her by reason of being or having been such a member or officer and acting within the scope of his/her official duties, but only when the determination shall have been made judicially or in the manner hereinafter provided that he/she acted in good faith for a purpose which he/she reasonably believed to be in the best interests of the Society, and, in the case of criminal action or proceeding, in addition, had no reasonable cause to believe that his/her conduct was unlawful. This indemnification shall be made only if the Society shall be advised by its Council acting (1) by quorum consisting of Council members who are not parties to such action or proceeding upon finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal council that the member or officer has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Council, it may rely, as to all questions of law, on the advice of independent legal counsel. Section 3. Every reference herein to a member of the Council or Executive Committee, or to an office of the Society, shall include every member and officer thereof or former member and officer thereof. This indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which and Council or Executive Committee member or officer of the Society might otherwise be entitled and the provisions hereof shall neither impair nor adversely affect such rights. |
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