Article 1. Corporate Name and Offices
The name of this Corporation shall be SORTEE (Society for Open, Reliable, and Transparent Ecology and Evolutionary Biology). The registered office of SORTEE shall be in the City of Keizer, State of Oregon or at such office at such other places within or without the State of Oregon as the Board of Directors may from time to time determine.
Article 2. Purpose
SORTEE is a service organization which brings together researchers working to improve reliability and transparency through cultural and institutional changes in ecology, evolutionary biology, and related fields broadly defined. Anyone interested in improving research in these disciplines is welcome to join, regardless of experience. The society is international in scope, membership, and objectives.
Article 3. Members
3.1 Qualifications. Persons eligible for membership in the corporation shall meet the following criteria:
(a) For an eligible person to become a voting member, the person must have a research or scholarly interest in improving reliability and transparency through cultural and institutional changes in ecology, evolutionary biology, ethology, environmental science, conservation science, and related fields, and
(b) Meet the annual membership dues requirement according the dues scale set by the Board of Directors. The Board of Directors shall establish application procedures for membership and set additional qualifications (including the amount of required dues).
3.2 Voting: All members shall have one vote. There shall be no proxy voting.
3.3 Member rights. Membership shall entitle members to participate in the election of members of the Board of Directors of the corporation.
3.4 Annual meeting. The Board of Directors shall hold an annual meeting for SORTEE members on the second Wednesday of November. At the annual meeting the president, and any other officer the board of directors or the president may designate, shall report on the activities and financial condition of the corporation. The members shall also elect the board of directors as set forth in Article 5.2. No quorum required.
3.5 Special meetings. Special meetings of the membership may be called by the Board of Directors or by petition of not less than 5% of the membership. Notice of the special meeting specifying the method of meeting, location of meeting, and matters to be considered shall be delivered not less than thirty (30) days prior to such meeting.
3.6 Voluntary resignation of membership. Any member may terminate a membership if the member sends written notice to the Board of Directors or the President. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation
3.7 Expulsion, Suspension or Termination. The Board of Directors may expel, suspend or terminate a membership if the member ceases to be eligible for membership, fails to pay dues, or acts contrary to the best interest of the corporation. Prior to taking such action, the Board of Directors shall provide the member notice of not less than 15 days before the expulsion, suspension or termination and state in the notice the reasons for the expulsion, suspension or termination. Not less than 5 days before the effective date of the expulsion, suspension or termination, the member shall have an opportunity to be heard, orally or in writing by a person or persons authorized to withdraw the proposed expulsion, termination or suspension.
Article 4. Restrictions
4.1 SORTEE is not formed for pecuniary or financial gain and no part of its assets, income, or profit shall be distributed to or inure to the benefit of its directors or officers.
4.2 No substantial part of the activities of SORTEE shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and SORTEE shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
4.3 SORTEE shall conduct its affairs such that it will not jeopardize its exemption from U.S. federal and state income taxation. It is, and shall be, the policy of SORTEE that none of its facilities, activities or programs shall exclude from participation any person on the basis of race, religion, sex, national origin, sexual orientation or gender identity.
Article 5. Directors
5.1 Board. The Board of Directors shall manage the business and affairs of this Corporation. The number of Directors shall consist of nine (9) Directors. Two (2) seats on the Board of Directors will be reserved for members who are graduate students at the time they are elected. Two (2) seats on the Board of Directors will be reserved for members who are early in their career (<10 years of relevant experience post final degree [PhD or other] at the time of the election). Two (2) seats on the Board of Directors will be reserved for members who are later in their career (10 or more years of relevant experience post final degree at the time of the election). The remaining three (3) Board of Directors positions will be open to any member. A person need not be a resident of the State of Oregon to be eligible for election or appointment as a Director. Each director shall be elected for the term of three years starting January 1 after their election and serving until (a) the director’s successor shall be elected, or (b) the director’s earlier resignation or removal. Directors may not serve more than one term consecutively. After a hiatus of one year, members may serve again on the Board of Directors.
5.2 Method of Election. The Board of Directors shall, by resolution, determine the method for nominating Directors. When nominating members for Board of Director seats, the Board will actively seek nominations from people who support inclusive communities, and: (i) self-identify as members of underrepresented groups (personal demographics such as, but not limited to, race and ethnicity, disability and neurodiversity, gender, gender identity, and sexual orientation); (ii) belong to disciplines or geographic locations which are underrepresented in the current committee; or (iii) have experience promoting inclusive communities or working environments. Nominations will be sought from all members for a period of at least ten days. Any member may be nominated (including self-nominations). Nominees will be asked to provide information to appear on the ballot, including name, affiliation, and a candidate statement. All nominees who provide the necessary information will appear on the ballot, subject to confirmation of eligibility by the Board of Directors. Directors shall be elected by secret ballot of the members. Ballots will be available in electronic form at least one week prior to the annual meeting of the Corporation. 1/3 of the Directors shall be elected each year. Voters will rank the candidates for each seat. For each seat, one Board member will be chosen using instant runoff voting with zero elimination and backward tiebreaking.
5.3 Annual Meetings. The Board of Directors shall hold its annual meeting during January or at such times and in such places as the Board of Directors may determine in advance. At each annual meeting, the Board shall elect the officers of the Corporation, and may transact any other business that may properly be brought before a meeting of the Board of Directors.
5.4 Vacancies and Additions to Board Other Than at Annual Meetings. Vacancies in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors present, though less than quorum, or by a sole remaining Director, at any meeting of the Board of Directors called for that purpose, and each Director so elected shall hold office for the unexpired term of that Director’s predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next annual meeting of Directors.
5.5 Regular Meetings. The Board of Directors in its discretion shall fix a place and time for regular meetings of the Board to take place not less frequently than four times per year.
5.6 Special Meetings. Special meetings of the Board may be called at any time by the President or no less than one quarter of the Directors, provided that not less than twenty-four (24) hours’ notice is provided.
5.7 Action Without Meeting. Any action required or permitted to be taken by the Board of Directors including, but not limited to, the election or removal of Directors and officers, may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action.
5.8 Place of Meetings. The Board of Directors may hold its meetings at any place within or without the State of Oregon as may be specified in the respective notices of such meetings. In the absence of such specification, meetings shall be held at the principal office of the Corporation. Members of the Board of Directors may participate in any meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
5.9 Quorum. A majority of the total number of directors shall constitute a quorum for the transaction of business.
5.10 Compensation. Directors shall not receive compensation for their services but may be reimbursed for travel and other necessary expenses incurred in attending meetings and transacting business of the Corporation.
5.11 Resignation. Any Director may resign at any time by giving written notice of such resignation to the President or to the Secretary of the Corporation. Unless the written notice of resignation specifies a later date, a Director’s resignation shall be effective upon delivery.
5.12 Removal. Any Director may be removed from the board by the affirmative vote of two-thirds (2/3) of all Directors, other than the Director whose removal is proposed (which Director shall not have a vote nor be counted in determining whether the necessary two-thirds vote has occurred) at any regular or special meeting called for that purpose whenever the directors determine such removal would be in the best interest of the corporation.
5.13 A meeting agenda shall be provided to all Board members in electronic form at least 24 hours prior to a meeting. That agenda shall be open to receiving electronic comments from Board members prior to the meeting.
5.14 All votes taken by the Board at a Board meeting shall be taken electronically, and voting shall be open for 24 hours, beginning at the start of the Board meeting.
The officers of the Corporation comprise the Executive Committee and shall be chosen by the Directors and shall be a President, President-Elect, Past President, Secretary, and Treasurer. The Board of Directors may also choose one or more Vice Presidents and such other officers as it shall deem necessary. Any number of offices may be held by the same person.
6.1 Compensation. Officers shall not receive compensation for their services.
6.2 Term of Office. The officers of the Corporation shall hold office for one year or until their successors are chosen and have qualified. Officer vacancies may be filled by vote of a majority of the Directors present at a meeting of Directors at which such vote is taken.
6.3 President. The President shall preside at all meetings of the directors; the President shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Corporation. The President shall be selected for office 1 year prior to assuming duties as President. At the time of selection, the future President must be a member of the Board of Directors. In the year between being selected and assuming the office of President, the selected member shall serve as President-Elect, and shall learn about the President’s duties. In case of the President’s absence or inability to act, the President-Elect shall discharge the duties of the President. In the case of the President’s death, resignation, or other inability to complete the term, the President-Elect shall automatically become President and shall remain President until completion of their originally elected term. If both the President and the President-Elect are unable to complete their terms, the Board will select a new President. At the completion of a term as President, the former President will serve a 1-year term as Past President. The primary role of the Past President is to advise the President.
6.4 Secretary. The Secretary shall attend all sessions of the Board and act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in electronic form to be kept for that purpose, and shall perform these duties for all committees of the Board of Directors when required. If the Secretary is unable to attend a meeting of the Board, the President will designate a member of the Board to serve as the temporary secretary for that meeting. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President.
6.5 Treasurer. The Treasurer shall have the responsibility for the Corporation’s funds and shall be responsible for keeping and maintaining a complete set of financial and accounting records.The Treasurer shall, in general, perform the duties incident to the office of Treasurer of a nonprofit corporation formed under the laws of the state of Oregon. The Treasurer shall prepare an annual budget, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Directors may, by resolution, require more than one signature on checks exceeding a specified amount.
6.6 Removal or Replacement. Any officer may be removed or replaced, either with or without cause or advance notice, by vote of a majority of the Directors present at a meeting of Directors at which such vote is taken; but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Removal as an officer shall also constitute removal from the Executive Committee, if such committee is created.
6.7 Resignation. Any officer may resign from office at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some other time be fixed in the resignation, and then from that time. The acceptance of a resignation shall not be required to make it effective.
7. Corporate Records
Any member, in person or by attorney or other agent, shall, upon written demand, stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s books and records, and to make copies or extracts therefrom at the director’s expense and in a manner that does not disrupt the business of the Corporation.
8. Miscellaneous Provisions
8.1 Disallowance of Compensation. Any payments made to an officer, director or employee of the Corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by this officer, director or employee, which may constitute disallowance of the Corporation by any taxation authority shall be reimbursed by such officer, director or employee to the Corporation to the full extent of such disallowance. It shall be the duty of the directors to enforce payment of each such amount disallowed. In lieu of payment by the officer, director or employee, subject to the determination of the directors, proportionate amounts may be withheld from future compensation payments to that officer until the amount owed to the Corporation has been recovered.
8.2 Fiscal Year. The fiscal year shall begin on the first day of January of each year.
8.3 Governing Law. The conduct of the Corporation is subject to the provisions of the Nonprofit Corporations Act and the laws of Oregon. If any provision of these Bylaws, or if any conduct by the Corporation or its officers or directors, is contrary to any mandatory statutory requirement, such statute shall pertain.
8.4 Notice. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, electronically, to the address of the official of the Corporation appearing on the books of the Corporation, or supplied by the official to the Corporation for the purpose of notice. Notice shall be deemed to have been given when deposited in the United States mail, or when provided electronically or faxed to such person. Such notice shall specify the place, day and hour of the meeting as well as the general nature of the business to be transacted.
Article 9. Amendments
The power to adopt, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the membership. Amendments or repeal of any bylaws may be initiated by the Board of Directors or by a petition of at least 10% of the members. Such adoption, amendment or repeal requires an affirmative vote of two-thirds of the votes cast at any regular meeting or at any special meeting if notice in writing of the proposed amendment is contained in the special meeting notice thirty (30) days prior to the meeting date.
The foregoing initial Bylaws of SORTEE were adopted by a unanimous vote of the Board of Directors at a meeting duly called on this 5th day of October 2021.