ARTICLE I
Name and Mission
Section 1. Name
The name of this Association shall be "International Association of Contemporary Young Scholars in Water Sciences," abbreviated as "CYWater" and referred to as the "Association" below.
Section 2. Mission
CYWater's mission is to advance water sciences education, research, and professional development by empowering young, early-career, and other professionals through scientific exchange, publications, and conferences for the public benefit.
ARTICLE II
Membership
Section 1. Eligibility
Membership shall be open to any individuals interested in water sciences and who support the mission of the Association. Application for membership must include sufficient evidence to comply with basic membership requirements and qualifications. The nationality of members shall be that of their residence or that of their citizenship for membership positions. The Board has the right to review, approve, or deny membership applications and may cancel the membership of any member who willfully violates the Articles of Incorporation or the Bylaws, or whose conduct, in the opinion of the Board, is improper or prejudicial to the best interests of the Association.
Section 2. Classes of Membership
Membership classes, rights, and privileges shall be defined by Board policy.
Section 3. Voting
Voting privileges shall be determined by the Board and specified in membership policies.
Section 4. Dues
Membership dues, if any, shall be set by the Board annually.
Section 5. Termination
Membership may be terminated for nonpayment of dues or conduct detrimental to the Association, with due process.
ARTICLE III
Governance
Section 1. Incorporation
The Association is incorporated as a not-for-profit corporation under the laws of the State of Illinois.
Section 2. Corporate Powers
The corporate powers of the Association shall be vested in the Board of Directors (the "Board"; see Article IV).
Section 3. Place of Business
The Association shall operate as a virtual organization. Its principal office shall be located at such place as determined by the Board.
Section 4. Registered Agent
The Board shall designate a Registered Agent in the State of Illinois who shall serve at the pleasure of the Board.
Section 5. Operating Limitations
No part of the net earnings of the Association shall inure to the benefit of any director, officer, member, or private individual, except for reasonable compensation for services rendered in furtherance of the Association's charitable, educational, and scientific purposes.
The Association shall not engage in political campaigning and shall limit lobbying activities in accordance with Section 501(c)(3) of the Internal Revenue Code.
Section 6. Fiscal Year
The fiscal year of the Association shall be January 1 through December 31.
Section 7. Indemnification
The Association shall indemnify its Directors, Officers, Editors, committee members, and employees to the fullest extent permitted by Illinois law, except in cases of willful misconduct or gross negligence.
Section 8. Special Gifts
The Association may accept gifts, grants, and bequests consistent with its mission and applicable law, at the discretion of the Board. The Association shall invest or use the gifts consistent with these Bylaws.
Section 9. Conflict of Interest
Each member of the Board shall disclose to the Board any duality of interest or possible conflict of interest whenever the duality or conflict pertains to a matter considered by the Board.
ARTICLE IV
Board of Directors
Section 1. Composition
The Board shall consist of:
- President
- President-Elect
- Treasurer
- Two to five Directors-at-Large
- Executive Director, if appointed, ex officio and non-voting
Section 2. Officers
The Officers of the Association shall be the President, President-Elect, Treasurer, and Executive Director, if appointed. Officers must be members in good standing.
The Executive Director, if appointed, shall be appointed by the President in consultation and agreement with the Board. The Executive Director shall be responsible for the day-to-day operations and activities of the Association and shall carry out and implement all tasks assigned by the President and the Board.
Section 3. Terms of Office
- President-Elect to President: two-year terms in each role
- Treasurer: three-year terms
- Directors-at-Large: three-year staggered terms
The terms of all members of the Board except President and President-Elect shall be for a period of three years. All terms shall start on January 1 following the election. No individual shall be re-elected to the same office or position for more than two consecutive terms, with the exception of the Treasurer. Directors shall be members in good standing.
Section 4. Elections
- Board members, except the Executive Director and the first Board, shall be elected by the entire Association membership.
- Elections shall be conducted electronically by October 31 annually.
- The Nomination Committee shall prepare a slate of qualified candidates, determine candidate eligibility, oversee elections, and resolve election disputes by majority vote.
- The Nomination Committee shall announce open positions and solicit recommendations for nominees from the membership.
- The slate of nominees requires Board approval before the election.
- The Executive Director, if appointed, otherwise the President, shall prepare and send electronic ballots to all members in good standing.
- The Tellers Committee shall verify electronic results and report them in writing to the Board.
- The President shall notify candidates of the results. Electronic votes shall be retained for three years.
- A plurality of valid ballots cast is sufficient for election. Ties shall be resolved by drawing lots.
- Election results shall be published on the Association website and sent electronically to the membership.
Section 5. Vacancies
In the case of a vacancy on the Board, the remaining Board may appoint another member to that office for the remainder of the term by majority vote.
Section 6. Duties
The Board shall govern the Association, set strategic direction, oversee finances, appoint committees, and ensure compliance with law and mission.
Section 7. Signing Authority
The Executive Director, if appointed, otherwise the Treasurer, shall have full signing authority for disbursements.
Section 8. No Private Dealing
No Board member may conduct Board business or represent the Board without consulting with and obtaining approval from the Board. A violation may result in disciplinary action, including impeachment.
Section 9. Removal
Board members who are unwilling or unable to fulfill their duties may be dismissed by a two-thirds vote of Board members present at a Board meeting, provided the member is afforded due process and an opportunity to appear before the Board and provide relevant materials in their defense.
ARTICLE V
Meetings
Section 1. Annual Business Meeting
An Annual Business Meeting shall be held in person or virtually. The time and location shall be determined by the Board.
Section 2. Board Meetings
- The Board shall meet at least twice per year. Meetings may be conducted virtually.
- The President may call special Board meetings with at least seven days' advance notice. The notice shall state the purpose, and no business except that stated in the notice shall be considered.
Section 3. Parliamentary Authority
Meetings shall be conducted in accordance with Robert's Rules of Order, unless otherwise specified.
ARTICLE VI
Conferences and Publications
Section 1. Annual Conference
The Association may host an Annual Conference focused on water sciences education, research, and professional development.
Section 2. Other Meetings
Specialty conferences, workshops, and webinars may be organized.
Section 3. Publications
The Association may publish peer-reviewed journals, newsletters, or other educational materials.
Section 4. Editorial Oversight
Editors shall be appointed by the Board or its designee.
ARTICLE VII
Committees
The following standing committees shall be established:
- Awards Committee: recommends nominees for Association awards to the President.
- Scientific and Technical Committee: advises the President on scientific and technical activities and publications and may implement seminars and webinars.
- Nomination Committee: performs the role specified in Article IV.
- Tellers Committee: performs the role specified in Article IV.
The President shall appoint two or four Nomination Committee members, and the Board shall appoint its chair. The Nomination Committee chair and members shall be in good standing.
The chairs of the Nomination Committee and Tellers Committee shall not be Board members. The Board shall appoint the chairs of all standing committees.
Each standing committee shall have at least three members: a chair and at least two members appointed by the President.
Each committee chair shall prepare an annual activity report and submit it to the President by the end of the year.
The President or Board may establish additional committees, working groups, or task forces with clear terms of reference and a fixed life period.
ARTICLE VIII
Amendments
- Any Board member may propose an amendment by sending notice to the President at least 120 days before a Board meeting.
- These Bylaws may be amended by a two-thirds vote of those present at the Board meeting, provided Directors receive the full proposed text and meeting details by email at least 30 days in advance.
- The same notice shall be sent to members by email at least 30 days before the meeting.
- Voting results on proposed amendments shall be provided to members by email.
ARTICLE IX
Merger or Dissolution
Upon dissolution, assets shall be distributed exclusively for purposes consistent with Section 501(c)(3) of the Internal Revenue Code to one or more qualified charitable organizations.