Bylaws 2023

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1.1 Name. The name of this corporation shall be the “International Society for the Systems Sciences”, with the acronym "ISSS," herein referred to as the ISSS or the “Society”. The business of the corporation may be conducted as the “The International Society for the Systems Sciences” or “ISSS”.  
2.1 Purpose. The ISSS is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 503 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code. The overall purpose of the ISSS is to promote the development of conceptual frameworks based on “General Systems Theory”, as well as their implementation in practice. It further seeks to encourage research and facilitate communication between and among scientists and professionals from various disciplines and professions at local, regional, national, and international levels.  The corporation shall have the power to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.
2.2 Objectives. The following objectives are to serve the Society’s purpose:  
A. To foster the investigation of the analogy or isomorphy of concepts, laws, and models in various disciplines and professions.  
B. To promote the unity of science through improving communications among the specialists in various scientific fields.
C. To facilitate transfer of concepts, laws, and models across disciplines and professions.
D. To encourage development of theoretical models where they are lacking.
E. To reduce the duplication of theoretical efforts between and among disciplines and professions.
F. To encourage applications of systems thinking to solutions of specific problems; in particular, to help to focus research and promote efforts toward the service of humanity.
G. To develop, to encourage the development of, and to provide for programs of education in systems thinking and application.
H. To perform, encourage, and provide for charitable, scientific, literary, and educational acts and works.
I. To receive property, either real, personal, or mixed, by devise, bequest, or gift; to own, purchase, convey, exchange, lease, mortgage, encumber, or otherwise dispose of property, both real and personal; to borrow money, contract debts, notes, debentures, and to secure the same; to do all other acts necessary or expedient, as determined by the Board of Directors, and as permitted by law for the administration of the affairs or attainment of the overall purpose of the corporation.
J. To recruit and include people of racial/ethnic groups, religions, social statuses, genders, sexual orientations, and abilities that reflect the diversity of our global community.  
2.3 Powers. The corporation shall have the power, directly or indirectly, alone or in conjunction with others, to do any and all lawful acts which may be necessary or convenient to effect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.  
2.4 Non-Profit Status and Exempt Activities Limitation.  2.4.1 Non-Profit Legal Status. ISSS is a Tennessee non-profit corporation recognized as taxexempt under Section 501(c)(3) of the United States Internal Revenue Code as it now exists or may be amended.  2.4.2 Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no Director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any Director, officer, member, or the private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.  2.4.3 Distribution Upon Dissolution. Upon termination or dissolution of the ISSS, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations which themselves are exempt as described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State, or local government for exclusive public purpose.  The organization to receive the assets of the ISSS hereunder shall be selected at the discretion of a majority of the Board and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the ISSS, by one or more of its Board which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Tennessee.  In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the ISSS, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Tennessee to be added to the general fund.  
3.1 Membership of the Society. The collective membership of the ISSS shall be known as the Society. The Society shall meet in business session annually to ratify such items as are required to be ratified by the Society by these bylaws and such other items as the Board may desire to submit for ratification.  3.2 Application and Acceptance. Applications for membership shall be submitted to the VicePresident for Administration of the ISSS. Persons and institutions may be members of the Society without regard to their location.  3.3 Classes of Membership. The ISSS shall be composed of members in the following categories: • Regular Member: an accepted individual who wishes to further the purpose of the ISSS. • Student Member: an accepted individual who is actively pursuing a formal educational program in systems science or a related field. A person may be in this category no more than five consecutive years. • Retired Member: an accepted individual who is retired from full-time work. • Honorary Fellow: an individual who is selected for special recognition by the Board of Directors.  • Institutional Member: an accepted organization, which promotes the objectives of the ISSS. • Past-President Member: an individual who has served as President of the Society and who shall have life membership.  • Such other classes as the Board enacts.  3.4 Privileges of Individual and Institutional Members. Members shall be entitled to:  • such privileges as are enacted by due process of the Society and the Board of Directors;  • submit nominations for Society;  • vote in the election of Society officers and Directors;  • petition the Board of Directors to attend specific meetings of those bodies;  • vote on all matters presented to the membership of the Society, whether in person, by postal service or electronically.  3.5 Dues and Fees. The Board shall determine annual dues and admission fees which shall be paid by each member in accordance with such classifications as it deems appropriate and may require dues of a different amount for each class so created. Dues and fees shall be payable in such a manner as the Board of Directors shall prescribe. Annual dues shall be for a rolling twelve-month period, beginning on the date of joining. All changes in the amounts of dues shall be ratified by simple majority vote of voting members at the next Annual Meeting of the membership of the Society.  3.6 Suspension or Termination. Membership may be suspended or terminated for failure to pay dues or other financial obligations to the Society in accordance with procedures established by the Board of Directors. Furthermore, the Board of Directors may suspend or terminate any membership it determines to be detrimental to the Society's goals and objectives.
ARTICLE IV:  GOVERNANCE  4.1 Board of Directors. 4.1.1 Powers. The governing body of the Society shall be the Board of Directors. All corporate powers shall be exercised by or under the authority of the Board and affairs of the ISSS shall be managed under the direction of the Board except as otherwise provided by law. The Board of Directors shall perform all functions required by these bylaws and may exercise all powers requisite for the purposes of the Society, that are not inconsistent with these Bylaws or with duly enacted resolutions of the membership, including, but not limited to, the authority to prescribe the Policies and Procedures of the Society and to enact resolutions binding upon the Board of Directors, the Officers, committees, and staff. 4.1.2 Composition. The Board of Directors shall be composed of the Administrative Officers of the ISSS, as specified herein. The Officers shall serve on the Board as Directors for the duration of their terms as specified in the Policies. The representative of the Board of Trustees shall serve as a Director for a term of two (2) years.  4.1.3 Election. The Society officers shall be elected by the general membership according to the Policies.   4.1.4 Compensation for Board Service. Directors shall receive no compensation for carrying out their duties as directors, except as specified in the Policies.  4.2 Administrative Officers.  4.2.1 Composition. The officers of the Society shall be the President; President-Elect; PastPresident; Secretary and VP for Protocol; Treasurer and VP for Funds; VP for Administration; the Board of Trustees Representative; and one or more VPs as specified in the Policies.   4.2.2 Election. There shall be an annual election.  Every member in good standing shall be allowed to vote for Officers to represent them on the Board in accordance with the election procedures specified in the Policies. 4.2.3 Terms. Officers’ terms of office shall be specified in the Policies.    Page 4 Bylaws of ISSS: Amended xxdatexx 4.3  Board of Trustees.  4.3.1 Powers. The Board of Trustees shall serve as an advisory group to the Board of Directors and the general membership of the Society.  4.3.2 Composition.  The Board of Trustees shall be composed of Past Presidents of the ISSS, as specified herein.  4.3.3 Term. Unlimited.  
ARTICLE V. MEETINGS  5.1 Meetings of the Society. The membership shall meet pursuant to Sections 5.1.1. Meetings of the membership shall be known as meetings of the Society. 5.1.1 Annual Meeting. A regular or annual business meeting of the Society shall be held in accordance with the Policies on a date to be fixed by the Board of Directors. In an emergency, the Board of Directors may change the date and location of the meeting.  5.2 Meetings of Directors. Meetings of the Board of Directors shall be governed by Sections 5.2.1.  5.2.1 Directors’ Meetings. The Board of Directors shall meet annually prior to the regular meeting of the Society.  Additional meetings as needed to meet the requirements of these bylaws may be called by the President or VP for Administration and held by suitable electronic means agreed by the officers in which each participant may communicate with all the other participants.  The President or her/his designate shall preside over the meetings.  
ARTICLE VI. AMENDMENTS of THE BYLAWS  6.1 Proposals to Amend.   No article shall be added to these Bylaws and no part shall be amended or annulled, except by formal proposal, followed by opportunity for discussion at a general business meeting of the Society and by an electronic ballot. Proposal of a change may be made by the Board or by a petition to the Secretary signed by at least twenty-five members or ten percent of the members of the Society, whichever is smaller.  Procedures for amending Bylaws shall follow those laid out in the Policies.  6.2 Contracts, Checks, Loans and Related Matters 6.2.1 Contracts and Other Writings.  Except as otherwise provided by resolution of the Board, all contracts, deeds, leases, grants, and other agreements of the ISSS shall be executed on its behalf by the Vice-President Administration or other persons to whom the Society has delegated authority to execute such documents, in accordance with Policies approved by the Board. 6.2.2 Deposits.  All funds of the ISSS not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board may select. 6.2.3 Loans.  No loans shall be contracted on behalf of the ISSS and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board.  6.3 Indemnification 6.3.1 Mandatory Indemnification.  ISSS shall indemnify an Officer or former Officer, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director of the Society against reasonable expenses incurred by him or her in connection with the proceedings.