Constitution of the International Society for Diatom Research
The Society shall be called the International Society for Diatom Research.
The object of the Society shall be to promote for the benefit and education of the public all branches of diatom studies throughout the world.
In furtherance of the above object but not further or otherwise the Society shall have the following powers:
(a) To facilitate the exchange of information amongst diatomists by organizing, in cooperation with other scientific bodies, a biennial conference and publishing the proceedings of the conference;
(b) To publish the results of diatom research in a journal entitled Diatom Research;
(c) To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation, and otherwise, provided that the Society shall not undertake any permanent trading activities in raising funds for its charitable objects;
(d) To do all such other lawful things as are necessary to attain the above objects.
The membership shall consist of Honorary Members and Ordinary Members.
(a) Honorary members shall be diatomists who have rendered outstanding service either to the study of diatoms or to the Society. They shall be nominated by the Council and elected at the biennial General Meeting (hereafter the General Meeting). They shall pay no subscription but shall have the same privileges as Ordinary members;
(b) Ordinary membership shall be open to any individual with an interest in diatoms. Ordinary members shall be admitted to the Society on payment of their first annual subscription. They shall be entitled to vote at meetings and to receive the journal Diatom Research;
(c) Council may terminate the membership of any member whose activities are considered to bring the Society into disrepute or be prejudicial to its objectives provided that that member shall have the right to attend and be heard by the Council before the decision is made.
(a) The annual subscriptions shall be as determined by the Treasurer with the approval of the Council;
(b) The annual subscription is due in advance on January 1st of each year. Members who have not paid their subscription by March 31st shall not be entitled to receive the Society’s publications until the subscription is paid. Any member whose subscription is more than one year in arrears shall be suspended unless the Council shall decide otherwise.
5. Management of the Society:
(a) The officers of the Society shall be the elected President and Vice-President, together with the appointed Treasurer, Secretary, Editors, Convenors of the immediate past and next International Symposium on Diatom Research, and such others as the Society may appoint;
(b) The management of the Society shall be by the Council which shall consist of the officers and six elected members and the Immediate Past President who shall remain a member of Council for two years after he/she ceases to hold Office. The Council shall meet once a year but its business may also be conducted by correspondence;
(c) Elections shall be by vote of the entire membership by mail. Elected Officers shall serve for a term of four years dating from the General Meeting. The Vice-President shall automatically succeed the President. Officers shall be eligible for election to another office immediately after retiring from an office but retiring officers shall not be eligible for election as elected members until after an interval of two years. Vacancies occurring among the officers shall be filled at the next General Meeting for a two-year term, or at the discretion of the remaining officers. Such elected officers will serve only until the next General Meeting and may at the discretion of the Council be eligible for re-election for two years;
(d) The six elected members shall ordinarily serve for four years, three being elected during each meeting of the International Symposium for Diatom Research. Elected members who have served the full term shall not be eligible for re-election in this capacity for two years after their term expires;
(e) Ballots shall be developed by either a nominating committee appointed by the Council or by Council itself. Any member of the Society may propose members (who must be fully paid-up members) for election as officers or elected members of Council. Invitations for such proposals shall be sent by the Secretary to the membership at least four months before the General Meeting of the Society and returned to the Secretary not later than two months before the Meeting. In the event of insufficient nominations the Council will offer names for approval. Other proposals, for example, for honorary membership or for changes to the Constitution should also be returned at this time. Voting papers will then be sent to members for return to the Secretary before, or at, the General Meeting.
(f) An Executive Committee comprising the President, Vice-President, Secretary and Treasurer shall have power to act on urgent matters arising between Council meetings. The Executive Committee shall report on its actions to Council at the earliest opportunity;�
(g) The Council may appoint from their own body, with or without the addition of other members, such other committees as may be needed provided that all acts and proceedings of such other committees shall be reported back to the Council as soon as possible. The Council may also appoint assistants to any officer;
(h) All Council members shall be Trustees of the Society within the meaning of the Charities Act 1960;
(i) Detailed financial accounts of the biennial conference shall be submitted to the Council for distribution at the following General Meeting. Any surplus shall be donated to the Society to subsidise its publications.
(j) All monies raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Society or the repayment to Members of the Council of reasonable out-of-pocket expenses;
(k) The Treasurer shall keep proper accounts of the finances of the Society;
(l) The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting;
(m) An audited statement of the accounts for the last financial year shall be submitted by the Council to the Annual General Meeting as aforesaid;
(n) A bank account shall be opened in the name of the Society with such bank as the Committee shall from time to time decide. The Council shall authorise in writing the officers of the Society to sign cheques on behalf of the Society. All cheques must be signed by not less than two of the authorised signatories and where possible shall normally be signed by the President/Secretary and the Treasurer;
(o) No expenditure shall be incurred without the prior approval of the Council.
(a) A General Meeting shall be held at each International Symposium on Diatom Research. Other meetings may also be held at the direction of the Council. The location of the next symposium will be announced at the General Meeting and discussion opened as to the prospective venues for subsequent symposia. During the following two year period, Council will seek formal proposals from would-be organisers and decide on the most suitable venue as early as necessary for planning;
(b) The President shall normally be chairman at all meetings of the Society or its Council. In his/her absence, meetings shall be chaired by the Vice-President, Secretary or Treasurer in that order of precedence. The procedure and order of business shall be decided by the Chairman who shall have a casting vote;
(c) Notice of Biennial and Special General Meetings, and of Council Meetings, shall be sent to all members eligible to attend at least four weeks in advance. A flexible quorum of say 10 or 1 in 10 of eligible members, whichever is the greater, shall be present at General or Council meetings. A Special General Meeting may be called at any time at the discretion of the Council, or at the written request of any 50 (fifty) members.
(a) The journal Diatom Research is the official organ of the Society. It shall include the results of original research, reviews, an official record of the activities of the Society and such other matter as will, in the opinion of the Editor or Editors, promote the Society’s objects. The Editors shall be responsible to Council. The publications shall be on sale to non-members, and to libraries and other institutions;
(b) The Society may publish such other publications as the Council may from time to time determine in furtherance of the above objects;
(c) The proceedings of the biennial conference shall be published as part of a continuing series and not as an issue of another scientific journal unless approved by the Council of the Society.
8. Alteration of Rules
Alteration to this Constitution shall receive the assent of two-thirds of the members present and voting at a General Meeting or Special General Meeting. A resolution for the alteration of the Constitution must be received by the Secretary of the Society at least 21 days before the meeting at which the resolution is to be brought forward. At least 14 days’ notice of such a meeting must be given by the Secretary to the membership and must include notice of the alteration proposed. Provided that no alteration shall be made to clause 2 (objects), clause 9 (dissolution) or this clause, shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained; and no alteration shall be made which would have the effect of causing the Society to cease to be a charity in law.
9. Dissolution clause
The Society may be dissolved by a Resolution passed by a two-thirds majority of those present and voting at a Special General Meeting convened for the purpose of which 21 days’ notice shall have been given to the members. Such resolution may give instructions for the disposal of any assets held by or in the name of the Society, provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed among the members of the Society but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the objects of the Society as the Society may determine and if and in so far as effect cannot be given to this provision then to some other charitable purpose.
10. Legal status
The International Society for Diatom Research is a United Kingdom Registered Charity No. 1054897. The registered address is:
Dr Suzanne McGowan (Trustee)
School of Geography
University of Nottingham
Nottingham NG7 2RD, U.K.
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September 06th 2007 ::