ARTICLE I. NAME
The name of this Pennsylvania State non-profit corporation is “The International Society for Computational Social Science” (hereinafter, “ISCSS” or “the Society”).
ARTICLE II. PURPOSE AND ACTIVITIES
Section A. — Purpose
The purpose of the Society is as set forth in the Articles of Incorporation, and shall be operated, exclusively for charitable, scientific, and educational purposes as may qualify it for tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any successor United States Internal Revenue Law) (the “Code”).
Section B. — Prohibited Activities
No part of the net earnings of the corporation shall be used for the benefit of, or be distributable to the members or officers of the Society, except that the Society shall have the authority to pay reasonable compensation for services actually rendered to or for the Society. No substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these revised By-laws or of the Articles of Incorporation of the Society, the Society shall not engage in or carry on any activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of a future Federal income tax law) and exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986 (or the corresponding provision of any future income tax law).
ARTICLE III. MEMBERSHIP
Section A. — Membership Categories
Membership is open to any individual interested in advancing the Society’s purpose and paying membership dues as determined by the Board of Directors. The Society shall have two categories of membership: Regular Member and Student Member.
Section B. — Membership Dues
The Board of Directors shall determine the schedule of membership dues by the membership category and duration.
Section C. — Admission to Membership
Any individual that meets the qualifications of a membership category specified in Section A may be admitted to membership in accordance with policies and procedures established by the Board of Directors.
Section D. — Student Membership
Student membership shall be open to any full-time student in good standing in any field who has interests in advancing the field of computational social science, and may continue as long as they remain a full-time student in good standing.
Section E. — Rights and Responsibilities
- Regular Members of the Society in good standing may vote for the election of officers and at-large members of the Board and on matters specifically provided for in these Bylaws or on matters submitted by the Board to a vote of the Regular Members, serve as elected or appointed officers and Board of Directors members of the Society, attend general meetings, and submit papers for presentation at conferences.
- Student members of the Society in good standing may vote for the election of officers and at-large members of the Board and on matters specifically provided for in these Bylaws or on matters submitted by the Board to a vote of the Student Members, attend general meetings, and submit papers for presentation at meetings, but may not serve as elected or appointed officers and Board of Directors members of the Society.
Section F. — Membership Termination
Membership may be terminated by resignation or by action of the Board of Directors in instances of violations of generally accepted ethical, professional, or scientific standards. Membership is not transferable. The decision of the Board shall be final and may not be challenged in any other forum.
ARTICLE IV. BOARD OF DIRECTORS
Section A. — Members
The affairs of the Society shall be managed by its Board of Directors comprised of nine (9) directors: The President, the Secretary, the Treasurer, the immediate Past President, and five (5) directors at-large.
Section B. — Election
- The candidates for the Board of Directors will be nominated by the Board and voted on by the Regular Members in good standing at annual elections.
- Annual elections shall take place electronically in accordance with policies and procedures established by the Board of Directors.
- To be elected to the Board of Directors, a candidate has to receive a plurality of the votes cast.
Section C. — Terms
- Board of Directors members will serve staggered three-year terms.
- Any member of the Society may serve on the Board of Directors for a maximum of six years in a row before taking a mandatory three-year pause in service.
- The Founding Board of Directors Members will be nominated by the person who signed the Articles of Incorporation and will serve for up to three years to create staggered terms of office. As there will be no immediate Past President for the inaugural President’s term, an additional at-large member will be appointed for that term.
Section D. — Duties
The Board of Directors shall exercise all corporate powers and fiduciary responsibility over the affairs of the ISCSS and is responsible for the overall strategic direction and policymaking of the ISCSS.
Section E. — Removal
Any Director may be removed from office, with or without the assignment of any cause, by a vote of a majority of the voting Members. No Director shall be removed without having the opportunity to be heard before such vote, but no formal hearing procedure need be followed.
Section F. — Meetings
- The Board of Directors shall meet either in person or via videoconference at least once per year. Notice of the time and date of the annual meeting shall be set at the previous annual meeting.
- In addition to the annual meeting, ad-hoc or special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board. Ad-hoc or special meetings will be held via videoconference. Notice of any ad-hoc or special meeting will be sent electronically to all Board of Directors members at least two (2) days in advance of the meeting.
- Unanimous Consent of Directors in Lieu of Meeting — Any action which may be taken at a meeting of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary of the Society. Consents may be transmitted electronically.
Section G. — Quorum
The presence of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business.
Section H. — Committees
The Board of Directors may appoint ad-hoc committees as required. Membership on ad-hoc committees need not be limited to the membership of the Board. Any such ad-hoc committee, task force or working group of non-Board members shall not have or exercise the authority of the Board of Directors in the management of the Society.
ARTICLE V. OFFICERS
Section A. — Titles
The officers of the Society shall be the President, the Secretary, the Treasurer, the immediate Past President and such other officers as may be appointed by the Board of Directors and elected in accordance with the provisions of Article IV of these Bylaws.
Section B. — Duties
- The President shall preside at all meetings of the membership and the Board of Directors, have overall responsibility for the management of the Society, and have the right to assign specific duties and corresponding titles to the Board Members At-Large.
- The Secretary shall attend all meetings of the Society and its Board of Directors, and will act as a clerk thereof. In addition, the Secretary will preside at meetings of the Society in the absence of the President and will perform duties as assigned by the President or the Board.
- The Treasurer shall perform all duties incident to the office of Treasurer as well as other duties as may be assigned by the President or the Board of Directors, and shall have signature authority over the Society’s financial accounts. All expenditures over $2,000 require approval by the President.
- The immediate Past President shall assist the President with duties incident to the office of the President, and perform other duties as may be assigned by the President or by the Board of Directors.
Section C. — Removal
Whenever in the judgment of the Board of Directors the best interest of the Society will be served thereby, any officer may be removed from office by the affirmative vote of two-thirds (2/3) of the Directors then in office. The officer being considered for removal shall not participate in the voting.
Section D. — Succession
In the case of an Officer’s voluntary or involuntary departure, the Board of Directors shall either appoint a successor from the members at-large or nominate candidates for an extraordinary election. Service during the remaining term shall not count towards the term limits established by the Bylaws.
ARTICLE VI. MEETINGS OF MEMBERS AND VOTING
Section A. — Annual Conference
The Society’s Annual Conference, known as The International Conference for Computational Social Science (IC2S2), shall be open to anyone paying registration fees. The dates, locations, and principal organizers of IC2S2 shall be decided by a transparent process approved by the Board of Directors.
Section B. — Conference Chairs
The General Chair(s) of the Conference shall be appointed by the Board of Directors, and will oversee all organizational and logistical aspects of the conference and report to the Board. The Program Chair(s) of the Conference shall be nominated by the General Chair(s) and approved by the Board, and will be responsible for appointing a Program Committee, setting the scientific program of the Conference, inviting keynote speakers, and managing the process for soliciting and reviewing submitted papers. The Board reserves the right to veto any programmatic elements of the conference in order to maintain consistency with the purpose and values of the Society.
Section C. — Registration Fees
The Board of Directors approves the conference registration fees in consultation with General Chair(s). Conference registration automatically includes membership of the Society for one year. Existing members in good standing will pay a registration fee reduced by the amount equivalent to one year’s membership.
Section D. — Annual Meeting
On any day of IC2S2, the Board of Directors will schedule the Society’s Annual Meeting, in which members will receive reports on the Society’s activities, and discuss and vote on other issues as determined by the Board. The Annual Meeting may take place either in person or virtually, and shall be limited to Members of the Society in good standing, and to any other persons that the Board may designate. Notice of the time and location of the annual meeting shall be announced on the Program of IC2S2 and announced electronically at the same time to all the members of record.
Section E. — Special Meetings
In addition to the Annual Conference and Annual Meeting, the Board of Directors may also call special meetings. Notice of each meeting shall be emailed to each voting member not less than ten (10) days prior to the meeting. Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice of meeting.
Section F. — Quorum
The Society does not require a quorum for a meeting of the members. All issues to be voted on shall be decided by a plurality of those present at the meeting in which the vote takes place.
Section H. — Presiding Officer
The President shall preside at all meetings. In the absence of the President, the Secretary or another officer designated by the Board of Directors shall serve as the Presiding Officer.
Section I. — Action by Ballot
Members may take action without a meeting by casting a vote by ballot on a digital platform in accordance with the voting provisions of Section F of this Article. All solicitations for votes by ballot shall specify the time by which a ballot must be received by the Society in order to be counted and shall otherwise comply with Pennsylvania law.
ARTICLE VII. OFFICES AND FISCAL YEAR
Section A. — Offices
The principal place of business of the Society shall be at 124 W Highland Ave, Philadelphia, PA 19118 or at such other locations as the Board of Directors may from time to time determine or the business of the Society may require.
Section B. — Fiscal Year
The fiscal year of the Society shall end on the last day of December.
Section C. — Books and Records
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, committees having any of the authority of the Board of Directors, and membership meetings and records in accordance with Pennsylvania law.
ARTICLE VIII: AMENDMENTS
These Bylaws may be amended, to the extent not prohibited by law, by a majority vote of the entire Board of Directors.
ARTICLE X: INDEMNIFICATION
To the fullest extent permitted by law, any current or former director or officer of the Society, or other such persons so designated in the discretion of the Board of Directors, shall be indemnified (including advances against expenses) by the Society against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any actual and threatened action, suit, or proceeding to which any such person may be made a party by reason of his/her being or having been such a director or officer. The Society may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of related expenses, to any employee or agent of the Society to the extent permitted by law. No indemnification or advance against expenses shall be approved by the Board or paid by the Society until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.