INSNA Proposed Bylaws

THE PROPOSED BYLAWS OF

INTERNATIONAL NETWORK FOR SOCIAL NETWORK ANALYSIS

ARTICLE I: NAME AND PURPOSE

 Section 1. Name. The name of the Association shall be “International Network for Social Network Analysis,” hereinafter referred to as INSNA.

 Section 2: Purpose. INSNA is the [sic!] professional association for researchers and practitioners of social network analysis worldwide. It aims to stimulate research and education in the field of social networks

through accumulation and dissemination of knowledge by organizing conferences, facilitating publications, providing discussion fora, and other means.

ARTICLE II: MEMBERSHIP

 Section 1: Membership. Membership is open to all individuals and organizations who hold a professional interest in furthering the purposes of INSNA, who agree to follow and adhere to the purposes, Bylaws, and policies & procedures of INSNA.

 In addition to Regular Members, the Board of Directors may establish various categories of membership; the criteria for eligibility therein; the process for determining membership eligibility, admission, suspension and expulsion; and rights and privileges of each member type.

 Section 2: Fees and Dues. The Board of Directors shall establish, and may change from time to time, the amounts of dues or fees required to be paid by Members and any category of membership that the Board may establish from time to time. Any Member in arrears in the payment of dues shall lose all membership privileges.

 Section 3: Voting Rights. Only Members in good standing of INSNA shall be entitled to vote and then only on matters provided for in these Bylaws or on matters submitted by the Board of Directors to a vote of the membership.

 Section 4: Resignation and Revocation. Any Member may resign by filing a written notice of resignationwith the Treasurer of INSNA or with such other person as the Board of Directors shall designate. However, such resignation shall not relieve the Member so resigning of the obligation to pay any dues,assessments, or other charges theretofore accrued and unpaid.

Any Member may be suspended for a period of time, or have membership revoked, for causes including, but not limited to, violation of any of the Bylaws, Policies & Procedures, professional misconduct, or public conduct prejudicial to the best interests of INSNA. Suspension or revocation of membership requires a two-thirds majority vote of the Board of Directors, prior to which the accused Member must be given the opportunity to prepare a defense and refute the charge if he or she so desires.

Section 5: Assignment and Transfer of Membership. Individual INSNA memberships shall not be transferable or assignable.

ARTICLE III: MEETINGS OF MEMBERS AND VOTING

 Section 1: Annual Scientific Meeting. The annual scientific meeting of the Association shall be held on a date to be fixed by the Board at the time, place and/or manner as stated in the notice of the meeting.  The Association may also hold, sponsor, or endorse other scientific meetings such as meetings with a regional or topical focus.  The process for proposing to host an annual scientific meeting or requesting endorsement for an additional scientific meeting, along with logistics involved in hosting said meetings, are outlined in the Policies & Procedures manual.

Section 2: Annual members’ business meeting.  An annual members’ business meeting shall be held during the Association’s annual scientific meeting.  At the annual members’ business meeting, newly elected Officers of the Association shall be announced, and such other business as may properly come before the meeting shall be transacted.  The annual members’ business meeting is limited to Members of the Association in good standing and any other persons that the Board of Directors may designate.

Section 3: Special business meetings. Special meetings of the Members to conduct INSNA business may be called by the President or the  Board of Directors whenever they deem it proper and shall be called by the President or by the Board of Directors  upon written request (or email) of fifty (50) Members in good standing.  The notice of a special meeting shall state the purpose(s) of the meeting, and at such meeting, business may be transacted that is related to the purpose(s) set forth in the notice. 

Section 4: Voting Procedures. Quorum. The lesser of one hundred (100) members entitled to vote or one-tenth (1/10) of the total number of members entitled to vote shall constitute the quorum necessary for transaction of business.  A majority of the Board of Directors shall constitute a quorum for transacting business during a formal board meeting.

Voting. Participation in voting may be in person, by telephone, or via electronic means. Except as otherwise provided in these Bylaws or under applicable law, a majority of the number of votes cast by a quorum shall constitute action of the members.

Section 5: Nomination of Board Members and Officers. When offices for the President or Board Member delegates are vacant or about to expire, a Nominating Committee will be appointed by the Board of Directors and made known to Members. This committee will be tasked with ensuring membership is involved in the nominations, and that nominated candidates are representative of the INSNA Membership.

Each year, the Nominating Committee will submit to the Membership at least one (1), but preferably more, candidates for each elected Board member position to be filled; in the year requiring an election of the INSNA President, at least one (1), but preferably more, candidates for President will be nominated.  Members will be given at least one (1) month to vote; procedures for voting and determining election results are detailed in the Policies & Procedures manual.  The results will be communicated to the members via email.  Elected members of the Board of Directors shall take office on January 1^st of the following calendar year.

ARTICLE IV: BOARD OF DIRECTORS/GOVERNANCE

Section 1. Functions. The  Board of Directors (Board) will be the governing body of the Association.  The Board will direct the affairs of the Association, it’s Committees, and publications; shall determine its policies; and shall supervise the disbursement of funds.

Section 2. Composition of the Board. The Board will be comprised of the following voting Members: the President, Immediate Past-President, Vice-President, Treasurer, and no more than 10 elected Member delegates.  Special Interest Chairs (e.g., Communications & Publications, Education & Training)  may also be appointed to the Board. A Board Member may not concurrently hold more than one position on the Board. 

Section 3. Terms of office.  The term of service for members of the Board of Directors in a given position is three (3) years.  Persons may be re-elected to a given position for one consecutive term (Six (6) years total). Failure to attend two consecutive Board meetings without just cause may be grounds for a vote for removal from office. A member of the Board of Directors will be given four (4) weeks prior written notice of the Board's intention to remove them, and given the opportunity to present a defense.

Section 4. Selection process. The President, and Board Member delegates will be elected by a vote from the Full members.  The Vice-President, Treasurer, and Special Interest Chairs will be nominated by President, and approved by a majority vote from the Board of Directors. 

Section 5. Meetings. The Board shall meet at least one time per year, in association with the Annual Meeting. Other meetings of the Board may be called by the President, by providing notice to each member of the Board not less than one week before the meeting is held. Members of the Board may participate in a meeting of the Board in person, or via telephone or similar communications equipment allowing all persons participating in the meeting to hear each other.

Section 6. Executive Committee. The Executive Committee shall consist of the following members of the Board of Directors: President, Vice President, and Treasurer. The Executive Committee may act in place of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws. Actions of the Executive Committee shall be reported to the Board. The President shall call meetings of the Executive Committee as required.

Section 7. Compensation. No member of the Board of Directors may receive a fee for any services rendered to the Association, except for situations expressly approved by the full Board of Directors.

ARTICLE V: OFFICERS

Section 1: Officers.   The  officers of INSNA shall be the President, Vice-President, and Treasurer of the Association.  The election of officers shall be in accordance with the INSNA Policy and Procedures.  These three officers shall constitute the Executive Committee.

Section 2: Terms of Office.  The term of service for INSNA elected officers in a given office is three (3) years.  Persons may be re-elected one consecutive term (Six (6) years total).

Section 3: Qualification for Office. Any Full member whose membership is current shall be eligible for nomination and election to any elective office. 

Section 4: Vacancies.  If the office of Vice-President or Treasurer becomes vacant with more than one (1) year remaining in the term of office, a special election will be held and the successful candidate will be installed within three (3) months of when the vacancy occurred to serve the remainder of the term.  If the office of Vice-President or Treasurer becomes vacant with less than one (1) year remaining in the term of office, the Board may appoint a Full member to fill the position for the balance of the term.

Section 5: Duties of Officers.

•  President. The President shall be one of the spokespersons for INSNA. They shall have general charge and supervision of the affairs of INSNA. The President shall preside at all meetings of the Executive Committee, Board of Directors, annual business meeting, and any other official meeting.
•  Vice President. The Vice-President may be delegated by the President to perform duties in the event of their temporary disability or absence from meetings. The Vice President shall work as closely as possible with the President on all executive matters. 
• Treasurer. The Treasurer is the principal elected financial officer; they shall provide oversight for the financial affairs of INSNA and serve as Chair of the Finance Committee. This responsibility in collaboration with the staff of INSNA’s Association Management team shall include the preparation, interpretation and dissemination of periodic financial reports to the Board.
•  Immediate Past-President. The Immediate Past-President shall preside at meetings in the absence of both the President and the Vice-President.

ARTICLE VI: COMMITTEES

The President, with the advice of the Executive Committee or the Board of Directors, may appoint one (1) or more committees as desired and necessary for the fulfillment of the aims of the Association.  Such appointments shall terminate with the termination of the President who made the appointment(s).  All such appointees will be eligible for re-appointment by the incoming President.  All Chairpersons of committees will be required to present a report of activities to the Board during its Annual Meeting.

ARTICLE VII: AMENDMENTS

Amendments to the Bylaws may be proposed to the membership by the Board or may originate from the membership. In the latter case, they must be proposed in writing to the Board by a Member at least (90) days prior to an annual meeting.

The proposed amendment(s) must receive affirmative votes from two thirds (2/3) of ballots returned from voting members in order for the amendment to be adopted.  Approved amendments shall be announced to the membership via email. A bylaw amendment may not contradict the Articles of Incorporation.

ARTICLE VIII: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of The Standard Code of Parliamentary Procedure, Revised and Updated, by Alice Sturgis shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.

ARTICLE IX: NON-DISCRIMINATION

There shall be no discrimination on the basis of color, race, religion, creed, national origin, age, gender, sexual orientation, marital status, physical handicap or physical appearance in decisions concerning eligibility for membership, committee assignments or office or concerning employment, transfers or promotions of any staff, or concerning any other business or activity of the Association.

ARTICLE X: CONFLICTS OF INTEREST

When an Officer or Board member has cause to believe that a matter to be voted on would involve them in a conflict or possible conflict of interest, they have the duty to disclose this to the Executive Committee. Any other member of the Board or membership may raise a question of conflict of interest or possible conflict of interest with respect to any officer.

A vote as to whether an actual conflict of interest exists shall be decided by a majority of votes of the body involved in the matter. If a conflict of interest is deemed to exist, the person shall recuse themselves from discussion of and voting on the matter.

ARTICLE XI: INDEMNIFICATION OF LIABILITY FOR OFFICERS AND DIRECTORS

To the extent and in the manner prescribed by law, INSNA shall indemnify any person who is or was an Officer or other member of the Executive Committee of INSNA from and against any action, suit, proceeding, claim, damage, liability, obligation, cost and expense by reason of any act or failure to act by that person in connection with INSNA business.

ARTICLE XII: LEGAL STATUS

Section 1. This corporation is organized exclusively for scientific, scholarly, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 2. This organization is not organized for profit, and no part of the net earnings shall inure to the benefit of any private share-holder.

Section 3. The Executive Committee shall have the authority to dissolve the Association if and when the Association no longer serves a viable purpose.  Dissolution shall be achieved by unanimous vote of the Executive Committee at a meeting duly designated for that purpose.

Section 4. Upon the dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to an organization or organizations determined by the Board of Directors which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.