Revised Bylaws As approved by mail ballot of Electorate 29 September 2004
CONSORTIUM FOR MATERIAL PROPERTY RESEARCH IN THE EARTH SCIENCES Bylaws
Article I Name
The Consortium for Material Property Research in the Earth Sciences (COMPRES) is an organization to promote and facilitate high-pressure research in the science of Earth materials.
Article II Member Institutions
Educational or governmental institutions that are chartered in the United States with research and educational programs in high-pressure research in the science of Earth materials are eligible to apply to become Members of the Organization. The current list of members shall be maintained by the President and shall be available to the COMPRES membership. The rights and privileges of Members with respect to participation in the scientific activities of COMPRES will be according to policies established by the Electorate.
Section 2. Election:
An institution applying for membership must be qualified as an educational or governmental institution according to criteria adopted by the Electorate. Qualified institutions may be elected as members by the affirmative vote of two-thirds of the members of the entire Electorate, or by unanimous vote of the Executive Committee of COMPRES. The rights and privileges of Members with respect to participation in the scientific activities of COMPRES will be according to policies established by the Electorate.
Section 3. Affiliation:
Research institutions and other not-for-profit organizations in the United States that are engaged in high-pressure research in the science of Earth materials, but that do not otherwise qualify for COMPRES membership, may be elected as Affiliates for an indefinite term by the affirmative vote of two-thirds of the members of the entire Electorate or by a unanimous vote of the Executive Committee of COMPRES. Affiliates will appoint a non-voting representative to the Electorate, and will be able to participate in all activities in the governance of COMPRES other than voting at business meetings as a regular COMPRES member or serving in a position specifically restricted to Electors. The rights and privileges of Affiliates with respect to participation in the scientific activities of COMPRES will be according to policies established by the Electorate. Affiliates will be assessed an initial membership fee set at the then current fee for regular membership.
Section 4. Foreign Affiliation:
Institutions not chartered in the United States may be elected as Foreign Affiliates for an indefinite term by the affirmative vote of two-thirds of the members of the entire Electorate or by a unanimous vote of the Executive Committee of the Electorate. A Foreign Affiliate will be entitled to designate a nonvoting representative to the Electorate, and will be able to participate in all activities in the governance of COMPRES other than voting at business meetings as a regular COMPRES Member or serving in a position specifically restricted to Electors. The rights and privileges of Foreign Affiliates with respect to participation in the scientific activities of COMPRES will be according to policies established by the Electorate.
Section 5. Resignation or Removal:
Any Member or Affiliate may resign at any time by giving written notice to the Chairperson of the Executive Committee or the President of the Organization. Such resignation shall take effect at the time of receipt of the notice, or at any later time specified therein. Any Member may be removed by the affirmative vote of two-thirds of the Members of the entire Electorate. Any resigning Member or Member being removed shall remain liable for any unpaid portion of the initial membership fees and any other membership fees, assessments or charges levied by the Electorate pursuant to Article IX of the Bylaws before the giving of such notice.
Article III Electorate
Section 1. Powers:
Full power in the management of the affairs of the Organization is vested in the Electorate. To this end and without limitation of the foregoing or of its powers expressly conferred by these Bylaws, the Electorate shall have power to authorize such action on behalf of the Organization, make such rules or regulations for its management, create such additional offices or special committees and select, employ or remove such of its officers, agents or employees as it shall deem best. The Electorate shall have the power to fill vacancies in, and change the membership of, such committees as are constituted by it.
Section 2. Power of Appointment:
The term "Executive Officer" referred to in Sections 3-6 shall mean a Senior Officer of a Member institution above the level of Department Head.
Composition: The Electorate shall be composed of one person from each of the Member institutions. An Executive Officer of each such Member institution shall designate one Elector, who shall be the holder of a long-term appointment, with major responsibilities for instruction and/or research in the earth sciences, in a department, program or other organizational unit of such member institution.
Section 4. Term of Office:
Each Elector shall continue in office until a successor is chosen and qualifies or until he or she dies, resigns or is removed by an Executive Officer of the member institution.
Section 5. Resignation:
Any Elector may resign at any time giving written notice to the Chairperson of the Executive Committee or the President of COMPRES. Such resignation shall take effect at the time of receipt of the notice, or at any later time specified therein.
Section 6. Alternate Electors:
An Executive Officer of each Member institution may appoint from within the Member institution an alternate Elector to serve for the term specified by such appointment. In the absence of an Elector from any meeting of the Electorate, his or her alternate may, upon written notice to the President of the Organization from the Elector or from a duly authorized representative of the Member institution of the Electorate, attend such meeting and exercise all the rights, powers and privileges of the absent Elector.
Article IV Meetings of the Electorate
Section 1. Annual Meeting:
A meeting of the Electorate for the election of officers and for the transaction of such other business as may properly come before it shall be held once per year.
Section 2. Special Meetings:
Special meetings of the Electorate may be called by the Chairperson of the Executive Committee or by the President upon written request of at least four Electors or one-fifth (1/5) of the membership of the Electorate, whichever is greater.
Section 3. Place of Meetings:
The Chairperson of the Executive Committee or the President shall designate the place of the annual meeting or any special meeting and which shall be specified in the notice of meeting or waiver of notice thereof.
Section 4. Notice of Meetings:
Official notice of such meeting of the Electorate shall be given to each Elector by the President not less than thirty days before the date fixed for the meeting.
Section 5. Quorum:
Except as may be otherwise expressly required by law or these Bylaws, at all meetings of the Electorate forty percent (40%) of the Electors then serving shall constitute a quorum. At all meetings of any committee of the Electorate a majority of the members of that committee shall constitute a quorum. No business or elections shall be held at a meeting that lacks a quorum except pursuant to Article VIII.
Section 6. Voting:
Each Elector shall be entitled to one vote. Except as otherwise expressly required by law or these Bylaws, all matters shall be decided by the affirmative vote of a majority of the Electors present at the time of the vote, if a quorum is then present.
Section 7. Action Without a Meeting:
Any action required or permitted to be taken by the Electorate may be taken without a meeting if all Electors are notified thirty days before a vote is taken, and a majority of Electors consent in writing or by email to the adoption of a resolution authorizing the action. Similarly the Executive Committee can take action by consent in writing or by email to an adoption of a resolution, if all Executive Committee members are notified 15 days before the vote is taken. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Electorate or the Executive Committee. In no case will non-response be considered an affirmative or negative vote.
Section 8. Participation by Conference Telephone or Video Conference:
In any meeting of the Electorate or any committee thereof, any one or more Electors or members of any such committee may participate by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. A quorum is required for such a meeting, and the telephone or video participants count towards a quorum.
Section 9. Minutes:
Minutes will be taken at all official meetings, of the Electorate or of Committees, by a person designated by Chairperson of the Committee. The Secretary shall take minutes of the Executive Committee and Annual and Special Meetings of the Electorate. Minutes of all meetings, including the Executive Committee, shall be distributed to all Members within 60 days after the meeting. Posting on the COMPRES website in a way accessible to all Members will be considered distribution.
Article V Officers
Section 1. Officers and Qualifications:
The officers of the Organization shall consist of a Chairperson and a Vice Chairperson of the Executive Committee, and a President and such other officers as the Electorate may from time to time establish and appoint. Unless otherwise specified by Electorate action, officers need not be Electors.
Section 2. Chairperson:
The Chairperson of the Executive Committee shall, when present, preside at all meetings of the Electorate and shall perform such other duties and exercise such other powers as shall from time to time be assigned by the Electorate.
Section 3. Vice Chairperson:
The Vice Chairperson of the Executive Committee shall preside, in the absence of the Chairperson, at all meetings of the Electorate and shall perform such other duties and exercise such other powers as shall from time to time be assigned by the Electorate.
Section 4. President:
Except as otherwise provided by the Electorate, the President shall be the chief executive officer of the Organization, and unless authority is given by the Electorate to other officers or agents to do so, he or she shall execute all contracts and agreements on behalf of the Organization. It shall be his or her duty, insofar as the facilities and funds furnished to him or her by the Organization permit, to see that the orders and votes of the Electorate and the purposes of the Organization are carried out. In the absence of the Chairperson or the Vice Chairperson of the Executive Committee, the President shall preside at meetings of the Electorate. The President may appoint advisory committees or panels to assist in carrying out the business of the Organization.
Section 5. Election and Term of Office:
The Chairperson and Vice Chairperson of the Executive Committee shall each be elected by the Electorate for a term not to exceed three years or until his or her successor is chosen .The Chairperson of the Executive Committee shall not be eligible for reelection until another person shall have served an intervening term, or a portion of a term of more than one year, as Chairperson. All other officers of the Organization, with the exception of the President, shall be elected by the Electorate for terms not to exceed three years or until their successors are chosen, and they shall be eligible for reelection. The Executive Committee shall appoint the President.
Section 6. Resignation:
Any officer may resign at any time by giving written notice to the Chairperson, the Vice Chairperson or the President of the Organization. Such resignation shall take effect at the time of receipt of the notice, or at any later time specified therein.
Section 7. Vacancies:
Any vacancy in any office may be filled for the unexpired portion of the term of such office by a vote of the Electorate.
Section 8. Removal:
Any officer may be removed at any time either with or without cause by vote of the Electorate.
Section 9. Secretary:
The Executive Committee shall choose one of its voting members, other than the President or Chairman, as Secretary. The Secretary shall take minutes of the Executive Committee and be responsible for their distribution, as well as record minutes and votes at Annual and Special Meetings of the Electorate.
All meetings of the Electorate or Committees and all processes shall be run according to The Modern Edition of Robert’s Rules of Order, except when specified otherwise in these Bylaws.
Article VI Executive Committee, Other Committees and Advisory Council
Section 1. Executive Committee of COMPRES:
There shall be established an Executive Committee of COMPRES comprising the Chairperson, the Vice Chairperson, and three additional members each elected by the Electorate for a term not to exceed three years or until his or her successor is chosen and qualified. Members of the Executive Committee may not serve on either of the two Standing Committees. The two Chairs of the Standing Committees shall serve as non-voting advisors to the Executive Committee.
Section 2. Powers of the Executive Committee of COMPRES:
Unless otherwise provided by resolution adopted by the affirmative vote of a majority of the entire Electorate, the Executive Committee may have and may exercise all the powers of the Electorate, except that it shall not have authority as to the following matters:
- the creation of new committees of the Organization;
- the amendment or repeal of the Bylaws, or the adoption of new Bylaws;
- the amendment or repeal of any resolution of the Electorate, which by its terms shall not be so amendable or repealable; and
- the levying or assessment of fees and dues.
The responsibilities of the Executive Committee include coordination of activities, meetings, and workshops, educational and outreach programs.
At all meetings of the Executive Committee, the presence of a simple majority of its members then in office shall constitute a quorum for the transaction of business.
Section 3. Special Committees:
The Electorate may create such special committees as may be deemed desirable, the members of which shall be appointed by the Chairperson of the Executive Committee from among the Electors, with the approval of the Executive Committee. Each such committee shall have only the lawful powers specifically delegated to it by the Electorate.
Section 4. Standing Committees:
There will be standing committees as defined in Article VII for overseeing the major scientific and research programs to which the Organization provides scientific counsel and advice or management direction and fiscal recommendations.
Section 5. Other Committees:
The Electorate may create committees other than Standing or Special committees to be Committees of the Organization. Such committees shall be elected or appointed in such a manner as may be determined by the Electorate and shall have such lawful duties as may be specified by the Electorate. An individual may be a member of any such committee whether or not an Elector or officer of the Organization.
The Electorate will establish an Advisory Council to serve as an experienced advisory body to the Executive Committee. The Electorate shall determine the size, responsibilities, and terms of members. An individual may be a member of the Advisory Council whether or not an Elector or officer of the Organization.
Article VII Standing Committees
In order to carry out and oversee COMPRES operations, two standing committees shall be established. The members will be selected by the Electors and will serve terms of up to of three years duration.
Section 1. Facilities Committee:
A committee will be formed according to Article VI, section 4 to oversee the community facility program. This committee will evaluate the effectiveness of the service delivered by the community facilities. The committee will coordinate between facilities (such as between beamlines) so as to maximize the community’s effectiveness in using these facilities. This committee will consider the community’s needs and recommend changes in the levels of support of all possible community facilities. The committee will formulate policies for evaluation of user proposals for accessing COMPRES community facilities.
Section 2. Education, Outreach and Infrastructure Development Committee:
A committee will be formed according to Article VI, section 4 to review infrastructure development projects that are supported by the Organization. This committee has the responsibility to assure that these projects serve the needs of the community. The committee will recommend whether a project should continue or not, and what changes are needed to better meet the needs of the community. This committee will also evaluate proposals [with budget] by the community for new development projects and make recommendations concerning funding.
Article VIII Elections
Section 1. Officers, Executive Committee, and Standing Committees:
Officers, Executive Committee members, Standing Committee members, and Chairs of the Standing Committees may be elected by the Electorate at the Annual Meeting, in accordance with the procedures established in this Article.
Section 2. Nominating Committee:
No less than 90 days before the election, the Executive Committee shall appoint a Nominating Committee, which shall prepare a slate of one or more nominees for each position to be filled. The Nominating Committee shall contain three Members, no more than one of which is a member of the Executive or the COMPRES Standing Committees, or are COMPRES officers. The Nominating Committee shall solicit the Electors for the names of suggested nominees. Any candidate shall be placed on the slate by the Nominating Committee upon receipt of written nomination signed by three Electors at least 45 days before the election.
Section 3. Mailed notice of election and ballot:
The ballot prepared by the Nominating Committee shall be included in the Notice of Meeting. The ballot shall contain only a list of offices and candidates names in alphabetical order for each office.
Section 4. Election:
Election shall take place at the Annual Meeting. It shall include the opportunity for nominations to be made from the floor. Election shall be by written ballot, which may be cast in person by an Elector at the meeting, or may be submitted by mail, if received by the Secretary before the meeting. Election shall be valid if ballots are received from one-half of the membership of the entire Electorate in accordance with this Article, even if a quorum is not present for the purpose of conducting other business. All ballots shall be submitted in a double envelope, provided in the ballot mailing, with the Electors name and institution on the outer envelope.
Section 5. Method of Voting:
In the election of officers, a valid ballot shall contain at most one vote for each office; election shall be decided in favor of the nominee receiving a plurality of votes. In the election of Executive and Standing Committee members, a valid ballot shall contain no more votes than vacancies being filled; election to each vacancy shall be determined in sequence in favor of those qualified nominees with the most votes.
Section 6. Counting of ballots:
Ballots shall be counted by the Secretary and the Chair of the Nominating Committee. The Secretary shall be responsible for the counting of the Ballots. All outer envelopes shall be tallied by Institution and Elector, the outer envelopes all opened, and then inner envelopes opened and votes tallied.
Article IX Notice and Operations and Procedures
Section 1. Notice:
All official notices shall be sent by first-class mail or email with a read receipt requested. In the event that an email read receipt is not received, the email should be followed up with first-class mail, within the time frame required for the notice.
Section 2. Procedures:
All COMPRES procedures, including distribution of all funds, shall be governed by rules posted on the COMPRES web site, and administered with oversight of the Executive Committee.
Section 3. Operations and Procedures:
A document outlining operations and procedures for each committee shall be maintained by the Chair of each Committee, and posted on the COMPRES web site.
Section 4. Progress Reports:
Any project director who receives over $10,000 in COMPRES funds in a given year shall submit a written report to COMPRES each year at least 45 days before the annual report is due to NSF.
Section 5. Budget:
Each year 15 days before an annual report and budget is sent to NSF, the draft annual report and draft budget shall be distributed to the COMPRES membership. The final annual report and budget shall be distributed to all COMPRES members after submission to NSF.
Section 6. Conflicts of Interest:
In no case will a person who is the Principal Investigator of a project in a COMPRES proposal or who will obtain funds from a COMPRES proposal be present during voting for the proposal in any Committee. Such persons must be recused, even if Officers of COMPRES, or Chairs or Officers of the Committee.
Article X Fees and Dues
Section 1. Fees and Assessments:
Every Member and Affiliate shall pay such fees or assessments, annual or otherwise, as may be authorized from time to time by majority vote of the entire Electorate; provided, however, that all such fees and assessments shall be levied equally on all Members and Affiliates and shall not exceed two thousand dollars ($2,000) per calendar year, or a total of ten thousand dollars ($10,000) per Member or Affiliate. A Member or Affiliate which has resigned from the Organization shall not be liable for any fees or assessments levied after the effective date of its resignation. Any Member or Affiliate which fails to pay any fees or assessments within sixty days after such fees or assessments are payable may be removed from membership or affiliation for such nonpayment by the affirmative vote of two-thirds of the members of the entire Electorate.
Article XI Compensation
Section 1. Compensation:
The Electorate shall have the power to fix the compensation and fees payable to officers and employees for services rendered to the Organization; provided, however, that these fees and compensation are consistent with the policies of the host Institution that oversees the employment of said person or persons, and that no Elector shall be paid any compensation for serving as Elector. All Electors may be reimbursed for the actual expenses incurred in performing duties assigned to them by the Electorate.
Section 2. Dividends:
The Organization shall not pay dividends or distribute any part of its income or profit to its members, Electors or officers.
Article XII Amendments to the Bylaws
All Bylaws of the Organization shall be subject to amendment or repeal and new Bylaws may be made by an affirmative vote of two-thirds of the responding Electorate. This vote will take place by mail, after full discussion of the proposed revisions to the Bylaws at any annual or special meeting, the notice of which shall have specified or summarized the proposed amendment, repeal or new Bylaws. This vote shall be by double-sealed mail ballots with at least a thirty-day period for response. There is a waiting period of 30 days between any change of the by-laws and the new by-laws becoming effective. Bylaws may not be set aside at a meeting without this waiting period.
These Bylaws were approved by the Electorate via mail ballot in September 2004.
This mail ballot was based on proposals of the Bylaws Committee in May 2004, as modified by the Electorate at the 2004 Annual Meeting in Lake Tahoe on 21-22 June 2004, at which meeting the Electorate authorized the preparation of a proposition-based ballot. The ballot was mailed to the Electorate on 9 July 2004.
29 September 2004
Amended at the Annual Meeting 2014, Skamania Lodge, Stevenson, WA June 18, 2014