Article 1. Name. The name of this Society shall be the Biological Society of Washington.

Article 2. Purpose. The purpose of this Society shall be for the furtherance of taxonomic study of organisms and for the increase and diffusion of biological knowledge among interested persons.

Article 3. Membership. Membership in this Society shall be open to persons and organizations interested in the promotion of systematic biology. The following classes of members shall be recognized: Associate Members, Active Members, Life Members and Emeritus members. Changes of status of membership may be effected at any time by the payment of appropriate dues. Membership shall become effective upon payment of dues.

Associate Members shall pay annual dues, shall receive notices of meetings and be eligible to vote at meetings of the Society and in ballots by mail.

Active Members shall pay annual dues, shall receive the publications of the Society, shall receive notices of meetings, and shall be eligible to vote at meetings of the Society and in ballots by mail

Life Members shall be recognized as such by the payment of a fee established by the Council. This fee shall be paid either in one lump sum or in four equal, consecutive annual installments. During their lifetime, Life Members shall receive the publications of the Society, shall receive notices of meetings and shall be eligible to vote at meetings of the Society and in ballots by mail.

Emeritus Members. Any member who has been an Active or Associate Member may, at the discretion of the Council, be accorded the privileges of Emeritus Membership. These persons shall then be granted the same status as a Life Member.

An organization which is a member may designate a representative who may cast a single vote in its behalf.

Article 4. Dues. Annual dues for Associate and Active Members shall be fixed by the Council and may be changed by the Council.

Article 5. Officers and Elections. The Officers shall be a President, a President-Elect, a Secretary and a Treasurer. The President-Elect shall succeed the President upon the expiration of the latter's term of office. The President-Elect, Secretary, and Treasurer shall be elected for a term of two years by a majority of the members voting by means of a mail ballot. The officers shall take office at the end of the annual business meeting. A slate of candidates shall be prepared by a Nominating Committee appointed by the President. Ballots shall be mailed to all members at the time of billing for annual dues in an election year.

If, for any reason, the President shall be unable to carry out the duties of the office, he/she shall be succeeded by the President-Elect until the Council judges him/her to be competent to resume the duties of the office. If, for any reason, the President-Elect shall be unable to carry out the duties of office, the Council will elect a replacement to fill the term; both the President and President-Elect positions will be voted on at the next scheduled election. Vacancies in the other offices shall be filled temporarily or until the next election by a majority vote of the Council.

Article 6. Council. The Council shall consist of the President, the President-Elect, the Secretary, the Treasurer, the Chairmen of Standing Committees, the ex-Presidents, and six additional members who shall be nominated by the Nominating Committee and elected at the same time the Officers are elected and have two year terms of office.

The Council shall be the governing body of the Society. It shall be responsible for matters of policy and procedure. It shall meet at the discretion of the President and shall always meet prior to the annual business meeting. It shall receive and act on reports from the Committees of the Society. It shall receive and act on the annual budget prepared by the Finance Committee. It shall fix the time and place of the annual business meeting.

Actions of the Council may be emended at any annual meeting of the Society by a three-fourths vote of the members present. Actions of the Council may be approved or rejected at any annual meeting of the Society by a majority vote of the members present.

The President, with the approval of the Council, shall appoint ad hoc committees which shall report to the Council.

Article 7. Meeting. The Society shall hold at least one scheduled meeting each year except in an emergency as decided by a three-fourths vote of the Council members present.

Reports of Standing Committees, the Treasurer, the Auditor, and the Council shall be presented to the members at the annual meeting.

Should the Council declare an emergency, these reports may be made to the members in printed form. The Council shall install officers in the event there shall be no annual meeting.

Article 8. Publications. The publications of the Society shall be The Proceedings of the Biological Society of Washington and any other publication that the Council authorizes. The Proceedings shall be managed by an Editorial Committee, consisting of an Editor, who shall serve as Chairman, and not less than three Associate Editors.

Article 9. Bylaws. The Society may enact bylaws which interpret and implement this Constitution. Such bylaws, when approved by the Council, may be adopted, amended, or repealed by a two-thirds majority of those voting at an annual meeting of the Society or in a mail ballot, provided that in either case, notice of the proposed action shall have been sent to each voting member of the Society at least thirty (30) days before the date of the vote.

Article 10. Amendments. This Constitution may be amended by a two-thirds majority of members voting, either at an annual meeting of the Society, or in a mail ballot, provided that in either case notice of the proposed action, when approved by the Council, shall have been sent to each voting member of the Society at least thirty (30) days before the date of the vote.

Article 11. Limitation. The purposes of the Society are listed in Article 2 of the Constitution. Lobbying or activities specifically designed to influence legislation are not among the objectives of the Society and no official group within the Society shall engage in such activity.

Article 12. General Prohibitions. Notwithstanding any provision of the Constitution or Bylaws which might be susceptible to a contrary construction:

a. The Biological Society of Washington shall be organized exclusively for scientific and educational purposes;
b. The Biological Society of Washington shall be operated exclusively for scientific and educational purposes;
c. No part of the net earnings of the Biological Society of Washington shall or may under any circumstances inure to the benefit of any private shareholder or individual;
d. No substantial part of the activities of the Biological Society of Washington shall consist of carrying on propaganda, or otherwise attempting to influence legislation;
e. The Biological Society of Washington shall not participate in, or intervene in (including the publishing or distribution of statements) political campaigns on behalf of any candidate for public office;
f. The Biological Society of Washington shall not be organized or operated for profit;
g. The Biological Society of Washington shall not: 1) lend any part of its income or corpus; without the receipt of adequate security and a reasonable rate of interest to; 2) pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered, to; 3) make any part of its services available on preferential basis, to; 4) make any purchase of securities or any other property, for more than adequate consideration in money or money's worth from; or 6) engage in other transactions which result in substantial diversions of its income or corpus to; any officer, member of the Council, or substantial contributor to the Biological Society of Washington. The prohibitions contained in this subsection (g) do not imply that the Biological Society of Washington may make such loans, payments, sales or purchases to anyone else, unless such authority be given or implied by any other provisions of the Constitution or Bylaws.

Article 13. Distribution or Dissolution. Upon dissolution of the Biological Society of Washington, the Council shall distribute the assets and accrued income to one or more organizations as determined by the Council, but which organization or organizations shall meet the limitations prescribed in subsections (a)-(g) inclusive, of Article 12, immediately preceding.

1. Quorum. Five Council members shall constitute a quorum at a meeting of the Council.
2. The Secretary. The Secretary shall keep minutes of the meetings of the Council and of the Society and shall present a yearly summary to the Society and Council. He/she shall issue notices for the meetings of the Society and the Council, shall notify members of their election, and shall conduct the correspondence of the Society and Council.
3. The Treasurer. The Treasurer shall be in charge of the funds and keep the financial records of the Society. He/she shall be authorized by the Council to make necessary disbursements, within the limits set by the budget. The Treasurer shall preserve a receipted bill, or bill and cancelled check for each payment. He/she shall present a statement of financial accounts, audited by the Finance Committee at the time of the annual business meeting.
4. The President. The President shall preside at meetings of the Council and of the Society, and perform such other functions that may adhere to the office.
5. The President-Elect. In cases of illness, incapacities, death or absence of the President, the President-Elect shall assume all duties incumbent on the President until the Council judges the President to be competent to resume the duties of the office. In the event of the death of the President, the President-Elect shall automatically become President.
6. Budget. Prior to the annual meeting, a budget for the next year shall be prepared by the Finance Committee and submitted to the Council for action. No financial obligation against the Society may be contracted by any officer or member except as specified in the annual budget or as provided for by special action of the Council upon recommendation of the Finance Committee.
7. Committees. The Society shall maintain the following committees. They shall be provided with such needed financial support, to be designated in the budget, as the funds of the Society may warrant. The chairmen of the standing committees shall be appointed by the President following the annual meeting. A. The Finance Committee shall consist of the Treasurer and two members to be appointed by the President. The Treasurer shall not serve as the Chairman. It shall prepare the annual budget for submission to the Council and shall advise the Council in all matters affecting the finances of the Society, including the deposit and investment of funds, endowments, and long-term financial policies. B. The Editorial Committee shall be composed of the Editor, who shall serve as Chairman, and not less than three Associate Editors. This Committee shall advise the Council on all matters affecting publication. The Editor shall be appointed by the Council. The Associate Editors shall be appointed by the Editor. Terms for the members of the Editorial Committee shall be at the discretion of the Editor. C. The Membership Committee shall consist of a Chairman and not less than three members and shall be responsible for the Society's effort to increase or maintain the membership. The Chairman shall be appointed by the President, the other members shall be appointed by the President upon recommendation of the Chairman.
8. Endowment Fund. There shall be an Endowment Fund which shall consist of contributions from members and miscellaneous gifts. At the discretion of the Council, the principal of this fund may be used in publishing the Society's journal or for the general operations of the Society. At the discretion of the Council, the principal of this fund may also be used in the publication of symposia, monographic studies, or other special publications; however, such a decision must be reached only during a regularly scheduled meeting of the Council.