Article I. Name
The name of this association is the American Geophysical Union (AGU), also referred to in these bylaws as the “Union,” a nonprofit corporation chartered under the laws of the District of Columbia.
ARTICLE II. PURPOSE
The Union is dedicated to the furtherance of Earth and space science through the individual efforts of its members in cooperation with other national and international scientific organizations. Among the ways the Union fulfills its purpose are to:
- Promote the scientific study of Earth, Sun, and the solar system and all of their environments and components and to make the results of such studies available to the public.
- Advance Earth and space science (1) through programs of the Union, its sections and focus groups; (2) by scientific discussion, publication, and dissemination of information; and (3) by sponsorship or co-sponsorship of scientific and technical symposia, colloquia, and meetings.
- Promote cooperation between and among scientific organizations worldwide whose objectives include the furtherance of knowledge in Earth and space science and related disciplines.
- Carry out education and outreach activities to further the public’s understanding of Earth and space science.
- Initiate and participate in Earth and space science research programs.
Section 1. Membership
There shall be the following membership categories:
- Member – Individuals who are professionally engaged in or associated with Earth and space science are eligible to become members of the Union. Members shall be entitled to all rights and privileges of membership, including the right to receive publications and other materials, subscribe to Union journals, purchase Union publications at member rates as established by the Board of Directors, serve as elected officers of the Union, sections and focus groups, and vote on matters brought before the membership.
- Fellow – A member who has attained acknowledged eminence in Earth and space science, and who has been elected by a committee of fellows appointed by the president shall be inducted as a fellow. A member of the Union who is a recipient of an AGU medal shall automatically be made a fellow. The number of fellows elected in each annual class shall not exceed 0.1% of the total membership at the end of the year preceding installation of that class.
- Honorary Fellow – A person who has provided services to the Union or made exceptional contributions to the fields of Earth and space science may be elected an honorary fellow by the Council.
- Associate – An individual who desires identification with the Union and wishes to support its objectives but does not meet the qualifications of membership may become an associate. Associate members may not vote or hold office, but shall otherwise have all of the rights of membership.
- Affiliate – A corporation, academic institution, or other organization interested in Earth and space science may designate a representative to become an affiliate. The designated representative shall enjoy the privileges of a member.
Section 2. Dues
Dues for all membership categories, including reduced rates for students or other groups, shall be set by the Board of Directors, except that the following shall not pay dues:
- Members and fellows who have remitted dues for life with a lump sum payment established at the discretion of the Board of Directors;
- Honorary fellows;
- Members and fellows who have retired from active professional service, have been an active member for at least 10 years, and whose age plus the number of years in good standing total 90 or greater;
- Disabled members and fellows for the duration of their disability, in accordance with policies adopted by the Board.
Section 3. Resignation, Termination and Expulsion
A. A member may resign by sending written notification to the headquarters office, and such resignation shall be effective as of the date of receipt. A resignation that is tendered while disciplinary proceedings are pending need not be accepted by the Board of Directors.
B. A member may be terminated for nonpayment of dues in accordance with policies established by the Board of Directors. Such termination shall not relieve the member from other financial obligations that may exist.
C. A member may be expelled for cause by a three-fourths vote of the entire Board of Directors, provided that the member has had the opportunity to appear and speak on his or her behalf. Investigation and hearings shall take place in accordance with the disciplinary provisions contained in the parliamentary authority. A member who has been expelled may not reapply for membership for a period of ten years.
ARTICLE IV. OFFICERS
Section 1. Composition
The elected officers of the American Geophysical Union shall be the president, president-elect, immediate past president, general secretary, and international secretary. The Board of Directors may also appoint one or more assistant secretaries and assistant treasurers, or other officers, who may or may not be members of the Union, and who shall have such duties and powers as the Board may from time to time prescribe. An executive director employed by the Board of Directors shall also serve as a nonvoting ex officio officer. Elected officers shall not be compensated except for reimbursement of reasonable expenses incurred on behalf of the Union, and no loans shall be made to any officers, directors, or other members.
Section 2. Term of Office
The term of office for elected officers shall be two years or until a successor is elected. The term of office for appointed officers shall be as directed by the Board.
Section 3. Duties of Officers
A. President – The president shall be the chief elected officer of the Union, and as such shall:
- Serve as the chair of the Board and Executive Committee;
- Appoint all committee members and chairs in accordance with these bylaws and subject to policies adopted by the Board, provided that the terms of all committee members and chairs shall expire at the end of the president’s term;
- Appoint a secretary pro tem in case the general secretary is absent; and
- Perform other duties incident to the office of president, whether assigned by the Board of Directors, the Council, or the governing documents.
B. President-elect – The president-elect shall:
- Serve as the chair of the Council and Council Leadership Team;
- Serve as presiding officer in the absence of the president;
- Appoint, with the advice of a selection committee and the Council Leadership Team, the editors of the principal journals of the Union;
- Succeed to the office of president in the event of a vacancy in that office or at the end of the term of office; and
- Perform other duties incident to the office of president-elect, whether assigned by the Board of Directors, the Council, or the governing documents.
C. General Secretary – The general secretary shall:
- Give or cause to be given all notices as required by law and these bylaws;
- Serve as treasurer, having the custody of and responsibility of all funds and securities of the Union; and
- Perform other duties incident to the office of secretary or treasurer, whether assigned by the Board, Council, or the governing documents.
D. International Secretary – the international secretary shall:
- Be responsible for advising about the participation of the American Geophysical Union in appropriate international activities;
- Cooperate with the sections and focus groups and AGU programs in advancing the international objectives of the Union; and
- Perform other duties incident to the office of international secretary, whether assigned by the Board, Council, or the governing documents.
E. Past President – the immediate past president shall:
- Serve as chair of the governance committee;
- Receive and arrange for review of proposed amendments to these bylaws; and
- Perform other duties incident to the office of immediate past president, whether assigned by the Board, Council, or the governing documents.
F. Executive Director – the executive director shall:
- Be hired by and serve at the direction of the Board of Directors;
- Serve as the Union’s chief executive officer to develop, implement and inform the Board of administrative procedures necessary to implement Board policy;
- Ensure preparation and implementation of an annual budget that supports the strategic plan;
- Manage the operations of the Union on a day to day basis, including hiring, firing and supervising personnel in keeping with Board policy; and
Implement policies approved by the Board, recommending changes if appropriate.
Section 4. Vacancies
- A vacancy in the office of president shall be filled by the president-elect for the remainder of the term, followed by one full term as president.
- A vacancy in the office of president-elect shall be filled for the remainder of the term by a member of the Board or Council elected by the Council. A person filling a vacancy in the office of president-elect shall not automatically succeed to the office of president. In such case, the subsequent Union-wide election shall be for both a president and president-elect.
- A vacancy in the office of general secretary, international secretary or immediate past president shall be filled for the remainder of the term by the Board of Directors.
- Should simultaneous vacancies occur in the offices of president and president-elect, the general secretary shall serve as acting president until the completion of the election of a new president and president-elect, which shall take place as soon as practicable under procedures adopted by the Board of Directors.
Section 1. Composition
The Board of Directors shall be composed of the president, president-elect, immediate past president, general secretary, international secretary, vice chair of the Council, the development board chair, six members elected by the Union membership, and up to two members nominated by the Union president and approved by the Board. The executive director shall be a nonvoting ex officio member of the Board, unless excused from all or part of a meeting by majority vote. No individual shall simultaneously serve in more than one position on the Board, except the general secretary, who shall also serve as treasurer.
Section 2. Term
The term of office for an elected or appointed director shall be two years or until a successor is named.
Section 3. Authority and Duties
- The Board shall have general authority for all affairs of the Union and shall be its representative in its external relations. Within the limit of law, the Board may delegate with power of decision and action any of its specific functions to the officers and to committees.
- The Board shall also:
- Approve all fiscal and contractual policy of the Union;
- Establish all organizational policy;
- Hire, oversee, and evaluate the executive director;
- Appoint the registered agent and designate the registered office;
- Ensure that the accounts of the Union are audited annually by a certified public accountant;
- Establish policies required by law and best practices of governance, including policies regarding bequests, grants, contributions, funds and their disbursement, whistleblower, records management, conflict of interest, compensation, and others as deemed necessary; and
- Perform such other duties and have such other authority as necessary in order to fulfill the usual and customary responsibilities of a Board of Directors in conformance with applicable law and the governance documents of the Union.
Section 4. Meetings
- The Board shall meet in person at least three times per year at times and places as determined by the Board. The Board may also meet in addition to the in person meetings by conference call or other electronic means provided that all persons may hear and speak to one another at the same time. Notice for in person meetings shall be given to all members of the Board at least fifteen days in advance of such meetings. Notice of conference call meetings shall be given to all members of the Board at least ten days in advance of such meetings. Attendance at a meeting shall constitute waiver of notice. The Board may take action without a meeting if each member approves the action to be taken in writing.
- Special meetings of the Board may be called by the president or upon written request of at least four members of the Board. Notice for a special meeting shall be sent to all members of the Board at least three days in advance of such meetings with an agenda specifying the subjects to be considered at the special meeting.
- A majority of the filled positions on the Board shall constitute a quorum for all meetings of the Board.
Section 5. Executive Committee
- There shall be an Executive Committee composed of the president, president-elect, immediate past president, general secretary, and the international secretary. The executive director shall be a nonvoting ex officio member. The Executive Committee shall have the authority to conduct the affairs of the Union between meetings of the Board, provided that the Executive Committee may not contradict Board policy or decisions. Actions of the Executive Committee must be reported to the Board within ten days. The Executive Committee may also meet by conference call or other electronic means provided that all persons may hear and speak to one another at the same time. The Executive Committee may take action by written consent signed by all members.
- A majority of the members of the Executive Committee shall constitute a quorum.
Section 6. Vacancies
Section 1. Composition
A. The Council shall be composed of the president-elect of the Union, the president and president-elect of each section and focus group, Union committee chairs as determined by the Council, three early career scientists, three student members, and up to five other members as determined by the Council. The president of the Union and the executive director shall be nonvoting ex officio members of the Council.
B. The president-elect of the Union shall serve as chair of the Council, and may only vote when the vote is by ballot or when such vote will affect the result. A vice chair shall be elected by and from the Council to serve for a term of two years or until a successor is elected. The vice chair shall chair meetings of the Council in the absence of the Council chair.
Section 2. Authority and Duties
A. The Council shall be responsible for developing the scientific policy of the Union, including but not limited to ethics, awards, honors, acceptance of honorary fellows, general science policy, and the science-related portions of the AGU strategic plan. The Council shall provide recommendations to the Board of Directors on strategic and operational matters affecting the Union.
B. The Council shall develop and approve policies for its own operations, including the approval of policies for scholarships, fellowships, or grants-in-aid to assist worthy candidates in the advancement of Earth and space science within the limits of its Board-approved budget for these purposes.
C. The Council shall develop and approve policies consistent with these bylaws regarding the creation, monitoring, subdivision and dissolution of sections and focus groups.
Section 3. Council Leadership Team
The Council Leadership Team shall be composed of the Council chair, vice chair, and six members elected by and from the Council. The executive director shall be a nonvoting ex officio member. The leadership team shall develop and oversee the Council work, define issues of importance for Council deliberation, plan the meetings of the Council, and determine the draft agenda for Council meetings. The leadership team shall have the authority to conduct the affairs of the Council between Council meetings, provided that the leadership team may not contradict Council policy or decisions. Actions of the leadership team must be reported to the Council within ten days. A majority of the members of the leadership team shall constitute a quorum.
Section 4. Council Meetings
A. The Council shall meet in person at least one time per calendar year and at other times as deemed necessary by the Council. In-person Council meetings shall be open to all members, except for executive sessions. Special meetings of the Council may be called by the chair or by any five Council members. The Council shall make an annual report of its actions to the Board and the membership.
B. One of the in-person Council meetings shall be held at the time of a Union-wide scientific meeting, and this meeting shall also constitute the annual membership meeting of the Union. Notice of this meeting shall be sent to all members of the Union at least thirty days and not more than 50 days before the meeting, and such notice may be delivered by mail or included in a printed publication that is mailed to all members, or sent electronically as allowed by law. The agenda shall include at minimum a report on the organizational affairs and a report on the financial status of the Union.
C. The Council may also conduct business via electronic communications in accordance with Council policies. Any decisions made shall be reported at the next in-person Council meeting.
D. A Council organizational meeting may be held by the newly elected Council members prior to the start of the term for the purpose of electing the leadership team.
E. Notice for in-person Council meetings shall be sent to all Council members at least thirty days prior to the meeting.
F. The quorum for Council meetings shall be one third of the currently filled positions on the Council. Each representative shall have one vote, and no representative shall serve in more than one position on the Council.
ARTICLE VII. SECTIONS AND FOCUS GROUPS
Section 1. Sections and Focus Groups
Sections which represent the spectrum of active research in Earth and space science shall be organized to promote the purposes of the Union. Focus groups may be created by the Council to represent contemporary subject areas and build interdisciplinary interaction. They may be created, subdivided, and dissolved in accordance with Council policies. Sections and focus groups may adopt bylaws or other rules which may not conflict with the bylaws and rules of the Union. Members may designate the sections and focus groups with which they desire to be affiliated, and will be presented the opportunity to vote for officers of each group to which they belong.
Section 2. Section and Focus Group Officers
A. The officers of each section and focus group shall be a president, president-elect, and all of the secretaries of the section, if applicable. All section and focus group officers shall be members of the Union. Each section shall have an executive committee including at minimum the president, president-elect, and most recent past president. Section officers shall serve in such capacity without honorarium or other compensation except for reimbursement of reasonable expenses incurred on behalf of the Union.
B. Section and focus group members shall elect the officers by mail or any electronic means and shall serve for a term of two years or until a successor is elected. Vacancies that occur between terms may be filled by the section or focus group executive committee; however, in the case of a vacancy in the office of section or focus group president, the elected section or focus group president-elect shall automatically succeed to the office of section or focus group president, followed by the full term as section or focus group president that would otherwise have been served. An appointed section or focus group president-elect shall not automatically become section or focus group president, but may be a candidate for that office during the subsequent election cycle. If a vacancy occurs in both the section and focus group president and president-elect positions they may be filled by the section or focus group executive committee for the remainder of the term and the subsequent election shall be for both a section and focus group president and president-elect.
C. Each section and focus group shall be represented on the Union Council by its president and president-elect. A member of the executive committee may serve as an alternate. If additional alternates are needed, they shall be appointed by the section or focus group president.
Section 4. Dispute Resolution
Section 1. Governance Committee
There shall be a governance committee composed of six members plus the immediate past president of the Union. Three members shall be appointed by the Board and three members shall be appointed by the Council. Members of the governance committee shall serve for two years or until a successor is elected or appointed and assumes office, and may not be candidates for Union office during their tenure on the governance committee. The past president serves as chair. The governance committee is generally charged with identifying qualified candidates.
Section 2. Nomination
- The governance committee is responsible for nominating candidates for the Board of Directors and Union officers in accordance with Union policy. The Board shall first communicate to the governance committee its recommendations for representational priorities.
- Additional nominations from the general membership may be made by petition, provided that each petition is signed by at least 1% of the full voting members of the Union, section or focus group as appropriate, and that the petition is received by the immediate past president within thirty days following the date the nominations are reported to the general membership.
Section 3. Election
A. A general election shall be held every two years to elect the Union president-elect, general secretary, international secretary, and six directors. The Council shall develop procedures for the conduct of the general election and elections for section and focus group offices, which shall include at minimum the following:
1. At least four months before the general election, the governance committee shall submit nominations for the elective positions of the Union, and the section and focus group presidents shall likewise submit nominations for their respective groups. The nominations shall be published in an AGU publication of general circulation at least thirty days before the general election.
2. If more than two candidates are nominated, voters shall be required to rank candidates in order of their preference. In tallying such votes, if no candidate has a majority of the first-place votes, then the candidate with the fewest first-place votes will be eliminated and the second-place votes on those ballots will be distributed among the other candidates. This process will be repeated, using the next successive choice on ballots until one candidate has achieved a majority.
3. In case of a tie, the candidate with the most first place votes shall be declared the winner. If both candidates received the same number of first place votes, the winner shall be chosen by lot.
Section 4. Limitations
- The president shall not be eligible for subsequent election to the office of president-elect for at least four years following the expiration of the term as president.
- The general secretary or international secretary shall be eligible to serve no more than four terms in each office, whether consecutive or in the aggregate.
- Directors shall serve for no more than three consecutive terms, but may serve again as a director after two years absence from the Board.
- Except for the ex officio service of the executive director, no employee of the Union shall be eligible to serve on the Board of Directors during the term of employment, nor for three years following the termination of such employment.
- Service for more than half of a term shall be considered as a full term.
Section 5. Voting
- No member may exercise more than one vote in any capacity in the Union.
- Unless otherwise required by the law or these bylaws, voting on any matter requiring a vote of the membership or the Council may be by mail or any electronic means. No mail ballot shall be closed until at least thirty days after date of issue.
Section 6. Removal
- An officer of the Union or a Board member or Council member may be removed from office provided all of the following conditions are met:
- A petition signed by at least 1% of the voting members of the Union or of the affected section or focus group members as of December 31 preceding the submission of the petition must be submitted to the general secretary requesting a ballot for removal.
- The Board shall have until the close of its next regular or special meeting to determine whether or not to send a ballot to the membership.
- If it is determined to proceed with a membership vote, a ballot shall be sent or provided electronically within thirty days of such determination. A majority of those voting shall be required for removal.
- All deliberation and voting regarding removal of an officer or Board or Council member shall be held in executive session and any votes cast therein shall be maintained as confidential.
- Additional rules on removal may be established by the Board of Directors, provided they are not in conflict with these bylaws.
Section 1. Standing Committees
Standing committees of the Union shall be appointed by the Board of Directors, including at minimum an audit committee. The chairs of standing committees and committee members shall be appointed by the president for a term not to exceed the term of the president. The reporting requirements shall be determined by the Board of Directors.
Section 2. Special Committees
Special committees may be created for a specific purpose by the president or the Board of Directors to provide advice on areas of significance to the Union. The Council may propose the creation of a special committee to the Board of Directors for approval. The chair and the members of such committees, and reporting requirements, shall be determined by the appointing power.
Section 3. Development Board
The development board shall be a committee of the Board composed of members appointed by the president. The chair shall be nominated by the president with the approval of the Union Board, and the vice chair shall be the Union past past president. The development board shall adopt policies with regard to its operations, subject to the approval of the Union Board.
Section 4. Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 5. Powers
The rules contained in the tenth edition of Robert’s Rules of Order Newly Revised shall govern this Union in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Union may adopt.
ARTICLE XI. INDEMNIFICATION
- Unless otherwise prohibited by law, the Union shall indemnify any Board member, officer of the Union, any former Board member or officer, any person who may have served at the Union’s request as a director or officer of another corporation, whether for profit or not for profit, and may, by resolution of the Board, indemnify any employee or agent of the Union against any and all reasonable expenses and liabilities actually and necessarily incurred by that individual or imposed on the individual in connection with any claim, action, suit, proceeding, whether actual or threatened, civil, criminal, administrative, or investigative, including appeals, to which the individual may be or is made a part by reason of being or having been such Board member, officer, employee or agent.
- There shall be no indemnification for taxes or penalties imposed by any government agency or in relation to matters as to which the individual shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Union for damages arising out of the individual’s own gross negligence or misconduct in the performance of a duty to the Union.
Section 1. Proposals
Amendments to these bylaws may be proposed by the Board of Directors, the Council, a section or focus group, a committee, or by any ten members. The exact text of the changes being proposed shall be submitted to the immediate past president for review. The immediate past president may assist with the development of specific language to enact the change being proposed.
Section 2. Review
Proposed amendments shall be sent to the Council for their review and recommendation before being sent to the Board.
Section 3. Approval
- Proposals to amend the bylaws may only be considered at in-person meetings of the Board. All Union members shall be given sixty days to review such proposals prior to the Board meeting at which the proposal will be considered.
- A two-thirds vote of the Board members present and voting shall be required to amend these bylaws.
Updated September 2015