SIGMA DELTA EPSILON Graduate Women in Science, Inc. BYLAWS ARTICLE I. ORGANIZATION Section 1. Sigma Delta Epsilon, Graduate Women in Science, Inc. shall consist of chapters bound together by a National Organization as hereinafter prescribed. Section 2. Each chapter shall be governed by the Constitution of the National Organization and the chapter bylaws which shall not be at variance with the Amended Certificate of Incorporation or the Constitution and Bylaws of the National Organization. Section 3. Chapters may be established wherever expedient to serve the purposes of the Organization. Section 4. Omega Chapter a. Omega Chapter shall have no specific locality and shall be maintained for the purpose of extending privileges of the Organization to members not resident in the vicinity of a chapter. b. The chapter shall be directed by a committee of three members of the chapter elected at the stated annual meetings of the Grand Chapter (see Article V, Section 2e and Section 3). ARTICLE II. MEMBERSHIP Section 1. Qualifications Any woman who holds a baccalaureate or higher degree from an accredited institution of higher learning, or equivalent degree from a foreign institution, who is or has been engaged in, or is registered for research in one of the mathematical, physical, biological or any discipline in which the scientific method is employed, and who supports the objectives of the Organization, shall be eligible for membership. Section 2. Rights of Membership a. To vote and hold office; b. To petition the National Council in writing on matters of concern to the National Organization; and c. To attend all meetings of the Organization to gain a hearing. Section 3. Categories a. Active Members (1) A Full Member is one who meets the requirements as stated in this Article, Section 1, and who pays full national dues. (2) A National Life Member is one who has elected to pay life membership dues (see Article VII, Section 2a). (3) A Graduate Student Member is one who is registered for an advanced degree requiring research in one of the mathematical, physical, biological or any discipline in which the scientific method is employed. She shall pay not more than one-half (1/2) the annual national dues and shall have all the rights of membership. (4) A full member may, for reasons of health or age, elect to become an Emeritus Member. She shall pay not more than one-half (1/2) the annual national dues and shall have all the rights of membership. Those members who became emeritus before January 1972 shall not be required to pay national dues. (5) A National Honorary Membership may be conferred upon a woman in recognition of outstanding achievement in scientific research or scientific education (see Article IX, Section 3). Membership in Sigma Delta Epsilon is not a requirement for election, but a woman so honored may affiliate with a chapter. She shall be exempt from paying national dues and shall have all the rights of membership. b. Inactive Members A member who has resigned or who has allowed her membership to lapse by non-payment of dues for one (1) year shall be inactive. She may be reinstated without payment of back dues only once, by payment of the current year's dues. c. Affiliates (1) Affiliates shall include undergraduate science majors as non-voting affiliates. Given the importance of teachers in encouraging girls to pursue careers in science, the category of non-voting affiliates shall also include elementary and secondary teachers who have shown an interest in promoting science by taking special sciences courses, inviting women scientists into their classrooms, or sponsoring special science activities such as Science Fairs or Science Clubs. The amount of dues shall be determined by the local chapter, plus a designated amount for the national newsletter. (2) Affiliates shall also include non-scientists with special skills of great value to Sigma Delta Epsilon, Graduate Women in Science, Inc., as non-voting affiliates. These non-scientists shall be approved by the National President with the advice of the Membership Committee through a written special petition by an active member in good standing. The amount of dues shall be determined by the local chapter plus, a designated amount for the national newsletter. d. Transfer of Membership A member may transfer from one chapter to another chapter. If dues have already been paid to the former chapter, the new chapter shall waive dues for the current year. ARTICLE III. GOVERNMENT Section 1. Officers The officers shall be President, President-Elect, Vice-President, the Membership and Recording & Corresponding Secretaries, Treasurer, immediate Past President and such other officers as the National Council may consider necessary, and shall comprise the Executive Board. Section 2. Directors The Directors shall be five (5) in number, at least three of whom shall have served on the National Council. Section 3. National Council The National Council shall consist of the Executive Board, the Directors and the Editor; and in addition, up to three (3) chairmen of standing committees, whom the President considers necessary for the proper functioning of National Council, may be appointed by the President. A member of the Parliamentary Committee may be present at meetings to ensure that decisions taken are in agreement with the Organization's Constitution and Bylaws. Section 4. Grand Chapter The Grand Chapter shall be the supreme governing body of the Organization. It shall consist of: a. the National Council, the immediate Past Secretary and Past Treasurer, the Historian and Archivist, the Chairman of Omega Chapter Committee, the chapter Presidents and one additional delegate from each chapter, and the standing committee chairmen not mentioned in the foregoing list (see Article IX). b. The larger chapters shall be entitled to an additional delegate for every 50 members over 100 members. The delegates shall be members in good standing and shall represent their chapters at annual and special meetings until their successors are elected. Section 5. Committees There shall be Standing Committees as cited in Article IX. Other committees, standing or special, shall be appointed by the President as the National Council deems necessary to carry on the work of the Organization. Section 6. Requirements for the Chapters a. Each chapter shall make an annual written report to the Grand Chapter meeting. b. Each chapter shall have a liaison officer to provide continuity of relations between the chapter and the National Organization. Section 7. Establishment of New Chapters and Re-establishment of Disbanded Chapters A group of at least seven women engaged in scientific work and who meet the requirements as stated in Article II, Section 1, may petition for a chapter. a. A charter shall be granted upon approval of the petition by the National Council and approval of its bylaws by the Parliamentary Committee. b. The chapter, bearing a Greek letter name, shall be installed by the President or her representative. Section 8. Disbandment of a Chapter a. Withdrawal of a Charter for Cause (1) If a chapter fails to comply with the Amended Certificate of Incorporation or the Constitution and Bylaws of the National Organization, or if charges are preferred against it, the National Council shall investigate the charges. (2) A period of at least sixty (60) days shall be allowed for the chapter to comply with any stipulations made or to prepare a defense. (3) Withdrawal of a charter shall require approval by two-thirds (2/3) of the members of the National Council. b. Voluntary Disbandment of a Chapter A chapter may elect to disband and forfeit its charter. c. Distribution of Assets Upon disbandment of a chapter, the assets shall be incorporated into the National Sigma Delta Epsilon Treasury, and may be used as either scholarship or administrative funds. (see also: Article VII. Finance and Fiscal Procedure. Section 2. part c.) Section 9. Inactive Chapters A chapter may request inactive status for stated reasons, such as inability to comply with Article III, Section 6, "Requirements for the Chapters". National Council shall investigate the reasons and vote on whether to grant inactive status and lay-over of the chapter's charter. The chapter may reactivate within five (5) years without penalty. After five (5) years, National Council must consider withdrawal of the chapter's charter for cause (see Article III, Section 8, Part a). Section 10. Removal from Office of a Member of the Executive Board or a Member of the Board of Directors for 'Cause' a. Criteria (1) A member of the Executive Board or the Board of Directors may be considered for removal from office if she does not perform the duties according to Article VI. of the National Bylaws, and as outlined in the "Guidelines for Officers, Board of Directors, Standing and Ad Hoc Committees" manual (1992), or any replacement manual In addition: (2) A member of the Board of Directors may be considered for removal from office if she does not perform any two(2) of the three(3) following duties: (a) she shall respond to correspondence. (b) she shall attend or send a voting proxy to at least three (3) consecutive national Grand Chapter meetings. (c) she shall contribute to Board-of-Directors-designated duties and activities. b. Procedure Upon approval of two-thirds (2/3) of the members of the Executive Board and the Board of Directors together, a certified letter shall be sent to the member stating their grievances. Sixty (60) days will be allowed for a written response. After reviewing the response, if any, approval of two-thirds (2/3) of the Executive Board and the Board of Directors together shall be required for removal of the member from office. ARTICLE IV. MEETINGS Section 1. There shall be an annual Grand Chapter meeting for the purpose of installing officers, receiving annual reports and transacting other business as necessary. Section 2. An interim meeting of the National Council shall be held at the discretion of the Council for the purpose of transacting Organization business. Section 3. Special meetings of the Grand Chapter may be called by the National Council, the Directors or upon the written consent of 10 percent of the membership for the consideration of a specific subject. Notice of a special meeting shall be given in writing to the chapters at least sixty (60) days before the meeting. Section 4. Waiver Notwithstanding the provisions of any of the foregoing sections, a meeting of the members of the Organization may be held at any time, at any place and any action may be taken thereat, if notice is waived in writing by every member having the right to vote at the meeting. Section 5. Proxies Any member of the Organization entitled to vote at any meeting thereof may vote by proxy. A proxy shall be in writing and for a specific meeting. Section 6. Quorum a. A quorum for the transaction of business at any meeting of the National Council shall be one-half (1/2) of the number of members entitled to vote either in person or by proxy; at least two of whom must be officers, and at least one of the officers must be either the President, the President- Elect or the Vice-President. b. A quorum for the transaction of business at any meeting of the Grand Chapter shall be one- fourth (1/4) of the number of members entitled to vote either in person or by proxy; at least two of whom must be officers, and at least one of the officers must be either the President, the President- Elect or the Vice-President. Section 7. Voting a. At any meeting, questions shall be decided by a majority vote, unless otherwise prescribed, by the voters present in person or by proxy. b. Between Grand Chapter meetings, the National Council may submit questions by mail, allowing at least sixty (60) days for action. To carry, there shall be affirmative votes cast by at least two-thirds (2/3) of the number of chapters voting. Decisions shall be effective at the end of the voting periods and notice of the action shall be sent to the chapters. Section 8. The Order of Business for the Grand Chapter meeting shall be decided by the Executive Board and the meeting shall be open to any active member in good standing, but only the duly accredited members of the meeting shall have the right to vote. ARTICLE V. ELECTION OF OFFICERS Section 1. Qualifications A candidate for office shall be a member in good standing who has demonstrated leadership qualities and who supports the objectives of the Organization. Section 2. Terms of Office a. The Presidency is filled by the succession of the President-Elect to the position. The President shall serve for a term of one (1) fiscal year and until her successor has taken office. b. The President-Elect and Vice-President shall be elected for a term of one (1) fiscal year and each shall serve until her successor has taken office. c. The Secretaries and the Treasurer shall be elected in alternate years for a term of two (2) years and shall be eligible for re-election. Each shall serve until her successor has taken office. d. Each Director shall be elected for a term of five (5) years. One director shall retire and one director shall be elected each year. e. The Omega Chapter shall be served by a committee of three members, each of whom shall be elected for a term of three (3) years. One member shall retire and one new member shall be elected each year. The chairman shall be the member who is beginning the third year of service. In the event that a member is unable to finish her term, the succeeding member shall replace the retiring member. The President shall appoint a new member to serve until the next annual election. Section 3. Election Officers (except the President), Directors, members of Omega Chapter Committee and members of the Nominating Committee shall be elected by the majority vote of the ballots cast by mail by individual members from the slate of candidates presented by the Nominating Committee. Section 4. Vacancies When a vacancy occurs in any of the elective offices (except Omega Committee members), the Executive Board is empowered to appoint a member to fill the unexpired term. ARTICLE VI. DUTIES AND POWERS OF OFFICERS AND MANAGEMENT Section 1. Officers The duties and powers of the Officers of this Organization shall be those usually vested in their respective positions. In addition: a. The President shall be ex-officio a member of all committees except the Nominating Committee. She will also have the power to appoint up to three chairmen of Standing Committees to National Council. She may be bonded as an authorized signer of the Organization checks, the cost of the bond to be paid by the Organization. b. The President-Elect and the Vice-President shall be members of the Finance Committee and the Editorial Board and will each oversee the functioning of at least four (4) standing and/or ad hoc committees which will report to them directly, as shown in the Organization chart (see Guidelines). c. The Membership Secretary shall have charge of the registry of members of the Organization. She shall publish a new membership directory every two years, contingent on available funds. She shall be empowered to hire office help as appropriate, within budgetary limits, to fulfill her duties. d. The Recording and Corresponding Secretary shall have charge of all records of meetings of the Organization and all mailings to national officers, committee chairmen and chapter presidents.. She shall be empowered to hire office help as appropriate, within budgetary limits, to fulfill her duties. She shall serve on the Editorial Board. e. The Treasurer (1) shall be custodian of the general (operating) fund, the Sigma Delta Epsilon, the Eloise Gerry and the Vessa Notchev Fellowships funds, and any other special funds which may be developed; (2) may be bonded, the cost of the bond to be paid from the general fund; (3) shall serve as advisor to the Finance Committee; (4) shall, within thirty (30) days after the close of the fiscal year, submit the accounts of the general fund, the Fellowships funds and any other special funds for audit The audit shall, at the close of the Treasurer's two-year term, be conducted by a certified public accountant. In alternate years, the audit may be conducted by an enrolled agent. The cost of the audits shall be paid by the respective funds. (5) shall file with the appropriate authorities statements and reports required by State and Federal laws; and (6) shall, as retiring Treasurer, be empowered to write checks in payment of bills received during the thirty (30) day period before the accounts are submitted for audit. Section 2. Editor The Editor, who shall be appointed by the National Council, shall be responsible for the production of such publications of the Organization as are authorized by the Council. The appointment is for an indefinite period. Section 3. Archivist The Archivist shall be appointed by the National Council, and shall be responsible for collecting, receiving and maintaining documents and records of persons and events of significance in the development and history of the Organization. These documents and records shall be known as the Archives, with the location to be determined by the National Council. The appointment is for an indefinite period. Section 4. Historian The Historian shall be appointed by the National Council and shall, from time to time, prepare a written supplement to the History of Sigma Delta Epsilon, Graduate Women in Science, Inc. using the archival records (see this Article, Section 3) and other sources of information about the Organization. The appointment is for an indefinite period. Section 5. Directors The Directors shall: a. establish an operative strategic plan for the Organization. b. comprise the Resolutions Committee and serve on other committees as deemed advisable; and c. serve as representatives to such organizations as approved by the National Council. Section 6. Executive Board The Executive Board shall: a. be subject to the orders of the Organization and none of its acts shall conflict with action taken by the Organization; and b. be empowered to make decisions and to take action when necessary between meetings of the National Council and Grand Chapter. Section 7. National Council The National Council shall: a. serve as a general executive committee for the Organization and shall carry out the various duties prescribed by these Bylaws; and b. maintain a permanent address in the State of New York as required under the Amended Certificate of Incorporation. ARTICLE VII. FINANCE AND FISCAL PROCEDURE Section 1. The Fiscal Year shall be July 1 through June 30 of the following year. Section 2. Income a. The amount of dues shall be determined at a Grand Chapter meeting (see Article II, Section 3 for dues required according to membership category). b. Contributions and bequests may be accepted from members, chapters, interested individuals and from other sources which may be developed. c. Ten percent (10%) of the total amount of a bequest willed to Sigma Delta Epsilon for scholarship or administrative funds may go to the chapter to which the deceased member belonged, with the following stipulations: (1) The deceased member did not specifically exclude the chapter in the will. (2) The chapter is active (deemed so by the National President) and has a bank account (excluding Omega Chapter). (3) The money is to be used according to the intent of the deceased, namely scholarship or administrative purposes. (4) In the event of dissolution of the chapter, the money in this fund will revert to National Sigma Delta Epsilon, Graduate Women in Science, Inc. scholarship or administrative funds, depending on the intent of the will. Section 3. Expenses a. Payment of bills from the general fund shall be governed by the annual budget as approved at the Grand Chapter meeting. The Treasurer shall be authorized to pay expenses incurred only to ten percent (10%) above the budgeted amount. b. Payment of unbudgeted items requires approval of the National Council. Section 4. Fellowships Funds The Organization shall maintain special funds as described below from which grants and fellowships may be offered: a. The Sigma Delta Epsilon Fellowships Fund maintained from contributions and bequests from members and friends and from the income from the Sigma Delta Epsilon, Graduate Women in Science, Inc. Charitable Trust Fund; b. The Eloise Gerry Fellowships Fund, derived from the income from the Eloise Gerry Charitable Trust Fund, a bequest from a charter member of Beta Chapter, Dr. Eloise Gerry; c. The Vessa Notchev Fellowships Fund, a bequest from Vessa Notchev, a member of Tau Chapter; and d. Any other special funds which may be received. Section 5. Dissolution of the Organization In the event of dissolution of the Organization, the assets remaining after payment of all debts and obligations shall be distributed exclusively to charitable, educational or scientific organizations which qualify under Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended. ARTICLE VIII. PUBLICATIONS Section 1. The publications of the Organization shall be the official organs and shall be distributed to active members and other individuals or groups as the National Council may direct. Section 2. The number of issues published annually shall be determined by the National Council. ARTICLE IX. STANDING COMMITTEES Section 1. Nominating The committee a. shall consist of three members, preferably representing different geographical areas and different chapters, elected to serve for a term of three (3) years. One member shall be elected and one member shall retire each year. The member serving for the third year shall be the chairman (hereinafter referred to as the 'rotating plan'). b. shall prepare a slate of candidates to be distributed by mail to individual members for vote such that the vote can be tallied before the Grand Chapter meeting. Section 2. Fellowships a. The Sigma Delta Epsilon, Eloise Gerry and Vessa Notchev Fellowships Committees shall each consist of three members appointed by the President for a term of three (3) years under the rotating plan (this Article, Section 1a.). b. The committees shall have a Coordinating Chairman who shall serve for one (1) year and may be the retired chairman alternately of the Sigma Delta Epsilon, the Eloise Gerry and the Vessa Notchev Fellowships Committees. c. The grants and fellowships shall be given to members and nonmembers in accordance with all related Federal Laws. d. The amount of the fellowships shall be determined upon the advice of the Treasurer and the approval of the National Council. Section 3. Honorary Membership Awards The committee a. shall consist of three members, each appointed by the President for a term of three (3) years under the rotating plan. b. shall investigate nominations for honorary membership and make recommendations to the National Council. c. The names of those approved by the National Council shall be sent to the chapters for vote at least sixty (60) days before the Grand Chapter meeting. To carry, there shall be affirmative votes from two-thirds (2/3) of the chapters voting. Section 4. Parliamentary The committee a. shall consist of three members appointed by the President for terms of three (3) years under the rotating plan. The member serving the third year shall be chairman. b. shall examine proposed amendments to or revisions of the National Constitution and Bylaws as to validity and to make necessary editorial alterations; c. shall examine as to validity under the Amended Certificate of Incorporation and the National Constitution and Bylaws, the proposed bylaws of petitioning groups; and d. shall be prepared to make parliamentary decisions if called upon at any National meeting. Section 5. Finance The committee a. shall consist of the President-Elect, the Vice-President, a designated Director, a member-at-large who may be a Past Treasurer, and the Treasurer. The Treasurer shall serve as advisor to the committee. The President shall appoint the Director and the member-at-large for a one (1) year term. The chairman shall be appointed by the President for a one (1) year term. b. The duties of the Finance Committee shall be to prepare an annual budget and to perform such other financial duties as may be deemed necessary. Section 6. Chapter Establishment The committee a. shall consist of three members, each appointed by the President for a term of three (3) years under the rotating plan. b. The members of this committee shall seek groups of women working in scientific fields in academic or metropolitan areas who are or may become interested in forming a chapter of Sigma Delta Epsilon, Graduate Women in Science, Inc. (see Article III, Section 7). Section 7. Resolutions The committee a. shall consist of the five Directors. The Director who has served the longest period shall be the chairman. b. may originate resolutions and shall consider those submitted by the National Council, committee chairmen, chapters or a member. Those resolutions selected shall be presented to the Grand Chapter for vote; and c. shall make recommendations for the National Service Award (for outstanding service to the Organization) by report to National Council for approval by Grand Chapter. Section 8. Membership The committee a. shall consist of three members, each appointed by the President for a term of three (3) years under the rotating plan. b. The functions of this committee shall be to promote the recruitment of new members and the retention of current members, and to assist chapters in membership relations. c. shall maintain contact with any inactive chapter during the five-year period and shall make annual reports to National Council on the state of the chapter (see Article III, Section 9). Section 9. Public Relations The committee a. shall consist of three members, each appointed by the President for a term of three (3) years under the rotating plan. b. The purpose of the committee is to present to all branches of the news media and the scientific community information about Sigma Delta Epsilon, its programs and achievements, such as presentation of symposia, its Fellowships and Honorary awards, and achievements of individual members. Section 10. Editorial Board The President, President-Elect, Vice-President, Recording and Corresponding Secretary and the Editor shall comprise the Editorial Board, which shall establish policy and be responsible for selection of material for publications. Section 11. Financial Oversight Three (3) of the past treasurers, appointed by the President, will comprise the Financial Oversight Committee. The chairman of the Finance Committee will serve as an ex-officio member. Terms will be for an indefinite period so that the committee can follow investments long-term. Access to the Merrill Lynch web site will be given to the members of the Financial Oversight Committee and the Treasurer. ARTICLE X. PARLIAMENTARY AUTHORITY Except as otherwise provided in the Bylaws, the Organization shall be governed in its proceedings by the most recent edition of Robert's Rules of Order, Newly Revised. ARTICLE XI. NONDISCRIMINATION Notwithstanding any inconsistent provision of the Amended Certificate of Incorporation or the Constitution and Bylaws of the National Organization or the bylaws of any chapter, it shall be the policy of the National Organization to permit chapters to extend membership to qualified male applicants who subscribe to the general purposes of the Organization. Any chapter desiring to open its membership to qualified male applicants shall so advise the National Membership Secretary, who shall thereupon issue to the chapter a written waiver abrogating, with respect to that chapter, any requirement that an applicant for membership shall be a woman. Nothing herein contained shall be interpreted as requiring any chapter to extend membership to male applicants. ARTICLE XII. AMENDMENTS An amendment to these Bylaws may be proposed by the National Council, a standing committee, a chapter or a member in good standing: a. It shall be presented in writing to the National Council for vote; b. If approved by a majority vote, the proposed amendment shall be submitted to the Parliamentary Committee for assessment of its validity under the Amended Certificate of Incorporation and the Constitution and Bylaws, and for such editorial changes as may be desirable; c. It shall then be sent to the chapters for consideration and instruction of delegates at least sixty (60) days before the Grand Chapter meeting; d. Affirmative votes of two-thirds (2/3) of the votes cast at the Grand Chapter meeting are necessary for adoption of the amendment. This version of the Bylaws Revised June 1981 Amended June 1982 Amended June 1990- June 2000 SIGMA DELTA EPSILON Bylaws (amended 2000) Page 1 of 9