| Emergy Society Bylaws |

| International Society for the Advancement of Emergy Research (ISAER) The Emergy Society |
the Advancement of Emergy Research (ISAER), otherwise known as the Emergy Society. PURPOSE: The purpose of this society is to foster and promote the scientific understanding of the concept of emergy, which was first developed by H.T. Odum, his students and colleagues. The society will accomplish this end by sponsoring research, setting standards, and facilitating communication (both informal discussion and scientific exchange) among the international community of scientists actively engaged in emergy research and in the public at-large. ORGANIZATION: ISAER is organized as a nonprofit society and shall be operated exclusively for scientific, literary, and educational purposes. Not withstanding any other provisions of these articles, the organization is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501 (c) (3) or corresponding provisions of any subsequent tax laws. No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services tendered to or for the organization), and no member, trustee, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization's assets on dissolution. In any taxable Year in which the organization is a private foundation as described in IRC 509 (a), the organization shall distribute its income for said period at such time and manner as not-to subject it to tax under IRC 4942, and the organization shall not (a) engage in any act of self-dealing as defined in IRC 4941 (d), (b) retain any excess business holdings as defined in IRC 4943 (c), (c) make any investments in such a manner as to subject the organization to tax under IRC 4944, or (d) make any taxable expenditures as defined in IRC 4945 (d) or corresponding provisions of any subsequent Federal tax laws. MEMBERSHIP: Membership is open to those whose activities are consistent with the purpose of the organization, i.e., members must have an interest in emergy research, be engaged in emergy research, the application of emergy research or be seeking the training to allow them to begin engaging in such activities. All members are entitled to vote in the affairs of the corporation, to serve as members of the Executive Council and to be counted toward a quorum in any meeting of the membership. There shall be four classes of membership: regular, student, honorary, and emeritus. Regular membership is open to those persons who are professionally engaged in emergy research or its application in management. Student members must be students in good standing at any level of educational activity and have an interest in learning the emergy methodology. Honorary membership may be conferred by the Executive Council upon persons recognized for outstanding work or interest in the field of emergy research and/or education. Any ISAER member who is at least 70 years of age may request emeritus membership. Honorary and emeritus members shall not be required to pay dues. Application for membership shall be in writing in such a form as the Executive Council shall prescribe, and shall be submitted to the Secretary. The Secretary shall confer membership upon approval of the Executive Council or its representative and receipt of dues by the Treasurer. DUES: The Executive Council can set dues using emergy measures to insure equal ability to pay or in any other fair and equitable manner. Dues are due and payable to the Treasurer at, or before, the beginning of the calendar year. Members who owe dues for two years will automatically be dropped from membership, if still delinquent after the annual business meeting. MEETINGS: Meetings for business will be held annually during the spring and they may be held as virtual meetings, either entirely or in part. The society will support face-to-face interactions of the international community of emergy researchers at the Biennial Emergy Research Conferences held at University of Florida, until such time as these meetings are no longer held at least once every other year. At this time ISAER will take up the responsibility of holding meetings of the international community at least every other year. The Executive Council of the Society can decide to hold annual meetings at any time, if and when the needs of the world-wide emergy community require additional opportunities to exchange knowledge. The emergy society conference will be held jointly with the biennial emergy conference when both fall in the same year. One must be, or become, a member of the society to give a scientific presentation at the meeting, unless invited by the Executive Council or its representative. As a general rule, invitations will be extended to all nonmembers who have emergy research to present. ATTENDANCE: Attendance at business meetings shall be limited to members in good standing, except visitors may attend (but not vote) with the approval of the Executive Council or its representative. EXECUTIVE COUNCIL/OFFICERS: The Executive Council of the international organization shall consist of eight representatives, who will be elected by the membership of the society. The Executive Council shall be elected for eight year terms and the Presidency shall rotate among the members. The order of Presidents will be determined by the newly elected Executive Council. There shall be no limit on the number of terms a Council member can serve. The nominating committee will be responsible for assembling the slate of candidates, who will stand for election every 8 years. If a council member can no longer serve or resigns, a special election shall be held to elect an individual to serve out the remainder of the member’s term. The officers of ISAER shall be a President, President-elect, Secretary, and Treasurer. The Secretary and Treasurer are members of the Executive Council and shall hold permanent positions for the time required to firmly establish the society. The Trustees will determine when the society is firmly established and after this time the Secretary and Treasurer will be elected by the Council from its members and hold 4 year terms of office. During their tenure on the Executive Council, the Secretary and Treasurer will each serve as President. The President shall perform all official duties for the International Society for the Advancement of Emergy Research (ISAER). If the President is not available, the President-elect or a member of Executive Council designated by the President shall be the representative. The President shall appoint one member of the Society to serve as Program Chair for the annual meeting, if and when ISAER takes on the responsibility of organizing Emergy Research Conferences. The Executive Council shall elect one member of the Society, who is not a current member of the Executive Council, to serve as Historian for their 8 year term. The Historian shall function as an ex officio member of the Council, except as noted below. Decision-making by the Executive Council shall be by simple majority vote, although Council members are charged to try to reach consensus on all matters critical to the well-being of the Society. If a Council vote becomes deadlocked on a question that could not be resolved by consensus, the Historian shall become a full Council member for the purpose of casting the deciding vote. A member of the Executive Council can be replaced if they miss two consecutive meetings without acceptable excuse and/or the rest of the Executive Council agrees to remove them from office for this or another just cause. If the President resigns or is unable to complete the term of office, the President-elect immediately takes over as President. The Executive Council shall have the power to fill all other vacancies in any elected or appointed office, except as specified below under the powers of the Trustees. These vacancies will be filled only to the end of the particular member's term. The Executive Council may create standing and ad hoc committees as needed. A quorum, which consists of a simple majority of the Executive Council members, must be present before business can be transacted or motions made or passed. The Executive Council is empowered to transact business and conduct meetings electronically, where a quorum is determined by the number of members who participate remotely. DUTIES OF THE OFFICERS/EXECUTIVE COUNCIL: The President shall preside at all meetings of the membership and of the Executive Council and perform all other official functions for the society. If the President is unable to preside, the President-elect or a President pro-tem chosen by the Executive Council may conduct the meeting. The Secretary shall: 1. maintain an up-to-date list of the members which shall be made available to the membership; 2. maintain and have available a copy of the By-Laws available for the information of any member; 3. record minutes of all ISAER business meetings and Executive Council meetings; 4. handle correspondence for the Society; 5. prepare an annual report for each ISAER business meeting. 6. when scientific meetings are held, work with the meeting organizers and the Program Chair to issue an announcement of the meeting and call for papers; The Treasurer shall: 1. collect, disburse, and account for all monies, including those pertaining to dues and meetings; 2. maintain bank accounts; 3. maintain records of dues payments by ISAER members; 4. report changes in paid membership to the Secretary; 5. prepare a Treasurer's report for each ISAER business meeting; 6. oversee the filing of tax documents for the organization, if necessary. Until such time as regular scientific meetings are sponsored by ISAER, communication among members will be fostered by the maintenance of a web site. The contents and activities available at the ISAER website will be approved by the Executive Council. When scientific meetings are held, the Program Chair, in conjunction with the local organizing committee, and with help from officers of the Society shall plan and carry out the meeting. The Program Chair shall be responsible for implementing the Society policy with respect to meeting conduct and content. With the approval of the Executive Council, the Program Chair shall have the power to initiate new ideas in meeting format, topic selection, and any other area he/she believes will add to free information exchange in an informal atmosphere. The Program Chair shall receive and review abstracts, and have final responsibility for all aspects of each ISAER scientific meeting. The President-elect presides at ISAER and Executive Council meetings and performs other official functions, if the President is not available. The immediate Past-President shall chair the Awards and Nominating Committees. The Historian shall maintain the historical documents of the Society, be present at all meetings of the Executive Council and serve as the tie-breaking vote when the Council becomes deadlocked. In addition to the duties described above, all members of the Executive Council may have additional duties. STANDING COMMITTEES: The standing committees shall be the Nominating, Awards, Communications, Standards and Local Arrangements Committees. The Nominating Committee is appointed by the Executive Council and it shall propose nominees for elected positions. Any member may ask to be nominated or volunteer for service on the Executive Council. These names will be circulated to the membership in an efficient and effective manner prior to the election meeting. The Executive Council will designate a Past-President to Chair this committee. The Awards Committee is appointed by the Executive Council and it shall oversee the development and distribution of all awards including support for travel and research. The Communications Committee shall oversee all the ways the ISAER communicates with the membership and with others. Duties include providing for the maintenance of the ISAER website, providing input to the structure and activities available on the ISAER website, ensuring the flow of relevant information to the ISAER Newsletter and to the public, sponsoring ISAER publications. The Standards Committee will assemble and keep current a list of best practices for use in Emergy Synthesis, Emergy Analysis and Environmental Accounting. This duty will include but is not limited to assembling and keeping current a catalog of emergy per unit values, i. e., transformities, specific emergies, and emergy to money ratios. When ISAER begins to hold annual conferences, the Local Arrangements Committee shall select an appropriate facility for the meeting in conjunction with the Executive Council and the Program Chair. The Executive Council and the Program Chair shall choose the chair of the Local Arrangements committee. The Local Arrangements committee usually serves for one meeting. ELECTIONS: Election of the members of the Executive Council shall be by majority vote of the electorate. Voting may be done at the Biennial Emergy Society meeting and/or electronically by e-mail. Voting by e-mail will be by a secure password protected link and ballots will be secret. Votes will be counted by the Secretary and the names of the new members shall be announced. In case of a tie, the current President of the Society shall cast the deciding vote. AMENDMENTS: Proposed amendments to the ISAER By-laws may be offered at the annual meeting. Amendments shall be circulated to members by an efficient and effective manner at least three weeks prior to meeting dates. Adoptions of these amendments shall be by two-thirds of the members voting at the meeting. ACCOUNTING: The annual accounting period will end December 31 each year. TRUSTEES: The Society has four Trustees listed on our incorporation document, whose primary duty is to insure the health and continuance of the organization. The Trustees are legally responsible for the organization’ s actions. The Trustees are responsible for determining that the organization is able to carry out its stated purpose and functions. The Trustees also carry the responsibility to decide if and when the organization will be dissolved. The initial Trustees are Dr. David R. Tilley, Dr. Daniel E. Campbell, Ms. Elisabeth C. Odum, and Mr. Thomas E. Campbell, Esq. The number of Trustees can be no less than 3 and can be increased according to the needs of the Society. New Trustees can be added and Trustees who retire or can no longer carry out their duties will be replaced from candidates nominated by the current Trustees and approved by the Executive Council. DISSOLUTION: In the event of dissolution, any assets of ISAER shall be given to the International Society for Systems Sciences to be used to support an Emergy Research special interest group. If this is not possible, remaining ISAER assets will be distributed to a like-minded fund, foundation or corporation organized and operated exclusively for the purposes specified in section 501 (e) (3) of the Internal Revenue Code. _______________________________________________________ |
| By-Laws of the Emergy Society |