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Professional Development

Division By-laws

*BYLAWS OF THE DIVISION OF BUSINESS DEVELOPMENT AND MANAGEMENT of the
AMERICAN CHEMICAL SOCIETY

ARTICLE I
Name and Objects

Section 1. The name of this organization shall be the Division of Business Development and Management of the American Chemical Society, hereinafter referred to as the Division.

Sec. 2. The objects of the Division are to:

1. Encourage communication and understanding between the technical function and the commercial functions of the chemically oriented industrial community.

2. Promote communication and understanding between the academic community and the commercial functions of the chemical industry.

3. Make available to those in the AMERICAN CHEMICAL SOCIETY knowledge and training in the financial, economic, management, and marketing considerations that are pertinent to their particular fields of interest.

4. Provide a forum within the SOCIETY at which members may present their views on appropriate subjects.

5. Disseminate as widely as possible, in permanent form, information that will accomplish the above objectives.

ARTICLE II
Members and Affiliates

Section 1. Membership in the Division shall be open to all members of the SOCIETY. Any member of the SOCIETY shall, upon request to the Secretary of the Division and payment of dues, be enrolled as a member of the Division. A National Affiliate may apply to the Secretary to become a National Affiliate of the Division. Provided that dues established for National Affiliates are paid, a National Affiliate shall have all the privileges of membership in the Division except that of voting for or holding an elective position of the Division, or of serving as a voting member of its Executive Committee. A person who is not a member nor a National Affiliate of the Society, but who wishes to participate in the activities of this Division, may become a Division Affiliate. Division Affiliates shall have all the privileges of membership in the Division except those of voting and holding elective positions. SOCIETY and Division Affiliates may be appointed to, and chair committees of the Division.

Sec. 2. Members and affiliates shall be privileged to receive publications of the Division. Members and affiliates may also purchase bound sets of SOCIETY meeting abstracts at the reduced rate set by the SOCIETY.

Sec. 3. Any member of this Division who is in arrears in payment of dues as of the last day of the spring meeting shall no longer receive the Division publications.

Sec. 4. Affiliates must have their dues paid in advance in order to remain on the rolls and receive Division publications.

Sec. 5. A member may resign from membership in the Division by submitting a resignation, in writing, to the Secretary of the Division during a year in which dues are paid.

ARTICLE III
Officers and Executive Committee

Section 1. The officers of the Division shall be a Chair, a Chair-Elect, a Secretary, and a Treasurer.

Sec. 2. Duties of the officers:

(a) The Chair, or in his absence the Chair-Elect, shall preside at meetings of the Executive Committee and at stated meetings of the Division. The Chair shall put into effect the decisions and recommendations of the Executive Committee. The Chair of the Division shall have the responsibility of approving or rejecting papers offered for presentation at Division meetings during his term of office. The Chair shall also appoint committees as provided by Article VII.

(b) The Secretary shall keep a record of the proceedings of the Division and of the Executive Committee, maintain a list of members and affiliates, send such notices as may be required, and carry out the assignments and responsibilities of that office according to the Constitution and Bylaws of the SOCIETY. The Secretary shall report to the Division at its annual meeting.

(c) The Treasurer shall have charge of the funds and shall maintain the books of the Division, and shall collect dues and shall pay the expenses of the Division subject to approval of the Chair or a delegated member of the Executive Committee. The Treasurer shall prepare a budget covering the anticipated income and expenditures of the Division for the ensuing year and shall present the budget with the annual report to the Division at its annual meeting.

(d) The Chair-Elect shall be responsible for planning the programs and activities of the Division for the Chair-Elects's forthcoming term as Chair and shall preside at Executive Committee meetings in the absence of the Chair.

Sec. 3. The Chair, immediate past Chair, Chair-Elect, Secretary, Treasurer, and Councilor(s) shall constitute the Executive Committee.

The Executive Committee shall direct the business and activities of the Division and conduct all the affairs of the Division not otherwise provided for in these bylaws. The Executive Committee shall hold a meeting at each meeting of the Division and prior to any business session of the Division to consider the business of the Division and to receive reports of the appointed committees. The chairs of the appointed committees shall be invited to attend the meetings of the Executive Committee without the right to vote and are not to be considered as members of the Executive Committee for purposes of counting toward a quorum, which is two-thirds of the members of the Executive Committee. The Executive Committee shall consider for approval any expenditures not anticipated in the annual budget.

The Executive Committee shall also fill any vacancies for the remainder of the unexpired term thereof occurring through death or resignation among the officers of the Division or members of the Executive Committee. All actions of the Committee shall be governed by a voting majority of Executive Committee members present provided that there is a quorum present. In case of a tie vote, the Division Chair's vote will prevail.

It shall be the duty of the Executive Committee to arrange for a suitable audit of the Treasurer's accounts prior to the installation of each new Treasurer or whenever deemed advisable.

Sec. 4. With the approval of the Executive Committee, the Division Chair shall appoint the Committee Chairs described in Article VII.:

ARTICLE IV
Elections

Section 1. Elections shall be held with a Chair-Elect chosen in each election. The Chair-Elect shall succeed to the office of Chair after the expiration of the Chair's term of office. The term of office of the Chair shall be one year or until a successor is provided.

The Secretary shall be elected in the even-numbered years for a term of two years.

The Treasurer shall be elected in the odd-numbered years for a term of two years.

Councilors and Alternate Councilors shall be elected by a mail ballot of the members of the Division.

Sec. 2. The Chair Elect shall take office on the first of month following the fall meeting, other new officers shall take office on January 1 following the conclusion of the fall meeting of the Division.

Sec. 3. (a) The Secretary or Chair shall mail to the members 60 days before the fall meeting a statement advising them of the offices to be filled and that they may make nominations if each nomination or set of nominations is accompanied by the names of ten supporting members. Nominees must be MEMBERS of the SOCIETY and Division. The name and address of the Chair of the Membership Committee shall also be given. Nominations, to be valid, must be received by the Secretary no later than the Division business meeting at the fall meeting and shall be placed in the hands of the Membership Committee at that time.

(b) The Membership Committee shall prepare a list of candidates including the names of those who have been nominated according to Sec. 3(a). The Executive or Membership Committee at its discretion may submit additional names of its own choosing for each position to be filled. The ballot must include at least one candidate for each open elected office.

(c) The Membership Committee, after obtaining the consent of each candidate, shall advise the Secretary within one week of the fall meeting the names to appear on the election ballot.

Sec. 4: Elections shall be by secret ballot as follows:

(a) The Secretary, or other designated officer of the Division, shall mail to each member of the Division within 30 days of the fall meeting an election ballot on which shall appear the names, in order chosen by lot, of all candidates nominated and found willing to serve. Where two candidates are listed for a given position, one-half of the ballots shall have the names for that position listed in alphabetical order and one-half of the ballots shall have the names listed in reverse order. A period of at least three weeks must be provided between the date of mailing of the ballots to the members and the deadline for their return to the Secretary, or other designated officer of the Division.

(b) Voters shall indicate his choice for Chair-Elect and for the Secretary, Treasurer, Councilors, and Alternate Councilors in those years required. The voter shall seal the ballot within an envelope, on which nothing but the word 'ballot' appears and place this ballot envelope inside another envelope, on which he shall put his signature, to be mailed to and received by the Secretary or other designated officer of the Division no later than five weeks after mailing the ballot. After checking the names accompanying the ballot envelopes against the Division's list of members to verify eligibility of all those voting, the Secretary, or other designated officer of the Division, shall send the unopened eligible 'ballot' envelopes to the Chair of the Membership Committee before October 15 for an official count. In case of a tie vote for any Councilor or Alternate Councilor opening, the Executive Committee shall make the final selection. In case of ties for other offices, the Chair of the Division shall exercise their vote to break the deadlock. The Chair of the Nominations and Elections Committee shall notify the Secretary, or other designated officer of the Division, of the election results within 75 days of the fall meeting.

ARTICLE V
Councilors

Section 1: There shall be a number of Division Councilors and Division Alternate Councilors as determined by the Council of the SOCIETY, elected to serve three-year terms in such a manner as to provide rotation. Their terms shall commence on January 1 following their election.

Sec. 2. (a) It shall be the duty of the Division Councilors to attend the meetings of the Executive Committee, to represent the Division on the Council of the SOCIETY, and to review in advance the Council Agenda with the Executive Committee to ascertain the views of the Division.

(b) It shall be the duty of the Division Alternate Councilors to attend the meetings of the Executive Committee and, when called upon to do so, represent the Division at meetings of the Council. If every Councilor and Alternate Councilor will be absent for a Council meeting, the Executive Committee shall appoint one of the Division MEMBERS as a Temporary Substitute Councilor to assure divisional representation at that meeting.

Sec. 3. In the event of a vacancy in the position of Councilor, the person with the longest continuous tenure as an Alternate Councilor shall fill the unexpired term of the Councilor.

In the event a vacancy occurs in the position of Alternate Councilor, the position shall remain vacant until the next election, when an Alternate Councilor shall be elected by mail ballot as provided in Article IV to fill the unexpired term.

ARTICLE VI
Meetings

Section 1: There shall be a meeting of the Division at each national meeting of the SOCIETY unless the Executive Committee votes otherwise, provided that the requirements for a minimum number of meetings as specified in the SOCIETY Bylaws shall be met.

Sec. 2: The annual business meeting of the Division shall be held at the fall meeting of the Division. Except as provided in Sec. 3, business requiring a vote of the membership shall be conducted only at the fall meeting of the division or by mail ballot. The time and place of the annual business meeting shall be announced in the final program of the fall meeting. The members present at such a meeting shall constitute a quorum for the transaction of business.

The order of business shall be as follows: reading of minutes, report of Executive Committee, report of Secretary, report of Treasurer, reports of committees, and miscellaneous business.

Sec. 3: Special business meetings of the Division may be called by the Executive Committee if notice is given to the membership in writing or in the official organ of the Society at least one month in advance. Special meetings may not be held within one month before or after a national meeting of the Society.

ARTICLE VII
Committees

Section 1: The Chair, as soon after taking office as practicable, shall appoint, with the approval of the Executive Committee, Chairs of the following committees to execute the described activities. The Committee Chairs shall recommend such additional membership as needed to fulfill the duties of the committee, with appointments to be approved by the Division Chair:

(a) Program: Plan and arrange programming for National Meetings and other Divisional meetings as appropriate
(b) Strategic Alliances: Foster relationships and coordinate programming with other Divisions of the SOCIETY, and especially other professional societies.
(c) Communications: Maintain and implement the communications vehicles of the Division, such as newsletters, websites, and publications.
(d) Membership:- Maintain up-to-date membership records in cooperation with the Secretary, provide assistance with elections described in Article IV, and oversee activities to grow and serve the membership.

Sec. 2: With the approval of the Executive Committee, the Chair may appoint additional standing and special committees of the Division.

Sec. 3: The Program Committee shall include, the Chair, the Program Chair, the Chair Elect, and one member nominated by the Executive Committee to be Program Chair in the following year. The Chair-Elect shall submit the Program Committee's recommendations to the Executive Committee for approval. The rules for papers presented before meetings of the American Chemical Society as outlined in the Bylaws and Regulations of the SOCIETY shall govern this Division.

ARTICLE VIII
Publications

Section 1: The preferred publication media of the Division shall be the publications of the AMERICAN CHEMICAL SOCIETY.

ARTICLE IX
Dues

Section 1: Members and National Affiliates of the Division shall pay annual dues - the amount of the dues to be decided annually by the Executive Committee. The Treasurer is responsible for the collection of the dues either directly, or through the SOCIETY.

Sec. 2: Division Affiliates shall pay annual dues as determined by the Executive Committee, but in no case shall their dues be less than member's dues, nor less than required by the Society's Bylaws. ASSOCIATE MEMBERS of the SOCIETY qualifying for reduced SOCIETY dues (students) shall pay Divisional dues as set by the Executive Committee, but in no case to exceed 50% of the member's dues.

ARTICLE X
Amendments

Section 1: These bylaws may be amended as follows:

(a) Amendments must be sponsored by at least five members of the Division. To be voted on at a particular business meeting of the Division such proposed amendments must be received by the Secretary of the Division no later than ninety days prior to said business meeting. The Secretary shall send to the membership notice of the proposed amendment with the text thereof no later than two weeks before said business meeting. Review of proposed amendments by the Executive Director or other suitable representative of the Council of the SOCIETY for acceptability by that body is suggested prior to elective action by the members of the Division.

Sec. 2: Amendments shall be considered passed if three-fifths of those present vote for passage. The amendments shall become effective upon approval by the Council unless a later date is specified.

ARTICLE XI
Parliamentary Authority

These bylaws are subordinate to the Constitution and Bylaws of the AMERICAN CHEMICAL SOCIETY. The rules contained in the latest edition of "Robert's Rules of Order" shall govern the Division in all cases in which they apply provided that they are not inconsistent with the Constitution and Bylaws of the SOCIETY or the bylaws of the Division.

ARTICLE XII
Dissolution of the Division

Upon dissolution of the Division, any assets of the Division remaining thereafter shall be conveyed to such organization then existent, dedicated to objects similar to those of the Division and the AMERICAN CHEMICAL SOCIETY so long as whichever organization is selected by the governing body of the Division at the time of dissolution shall be exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or under such successor provision of the Code as may be in effect at the time of the Division's dissolution.