APPENDIX B: BYLAWS, CONFLICT OF INTEREST POLICY

Bylaws of the Association for Women in Mathematics

(As Amended in 2016)

Section 1. Name, Purposes, Location, Corporate Seal and Fiscal Year

1.1 Name and Purposes

The name and purposes of the Corporation shall be as set forth in the Articles of Organization.

1.2 Location

The principal office of the Corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in Articles of Organization of the Corporation. The Directors may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a Certificate with the Secretary of the Commonwealth.

1.3 Corporate Seal

The Directors may adopt and alter the seal of the Corporation.

1.4 Fiscal Year

The fiscal year of the Corporation shall, unless otherwise decided by the Directors, end June 30 in each year.

Section 2. Members

2.1 Qualification

Subject to approval of an officer of the Association, any person with a bona fide relationship to the teaching, learning, and pursuit of mathematics or the legal rights of women may become a member on the payment of dues as determined by the Executive Committee.

2.2 Powers and Rights

In addition to the right to elect Directors as provided in Section 4.1 and such other powers and rights as are vested in them by law, the Articles of Organization or by these Bylaws, the members shall have such other powers and rights as the Directors may designate.

2.3 Removal

A member may be removed only for cause by vote of a majority of current members, and (except in the event of non-payment of dues) only after reasonable notice and opportunity to be heard.

2.4 Resignation

A member may resign by delivering her written resignation to the president Treasurer or Clerk of the Corporation, to a meeting of the members or Directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.

2.5 Annual Meetings

The Annual Meeting of the members shall be held at the Joint Mathematics Meeting in January of each year at a time and place to be announced in the Newsletter of the Association and in the Notice of the American Mathematical Society, the announcement to be made at least thirty days in advance of the meeting. Notice of any change of the procedure fixed in these Bylaws for the Annual Meeting shall be given to all members at least twenty days before the new date fixed for such meeting.

If an annual meeting is not held as herein provided a special meeting of the members may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these bylaws to the Annual Meeting of the members shall be deemed to refer to such Special Meeting. Any such Special Meeting shall be called and notice shall be given as provided in Section 2.7 and 2.8.

2.6 Regular Meetings

Regular meetings of the members may be held at such places within the United States and at such times as the members may determine. One regular meeting shall be held in conjunction with the Joint Mathematics Meetings in January. The presence of twenty members in good standing shall be necessary to constitute a quorum.

2.7 Special Meetings

Special Meetings of the members may be held at any time and any place within the United States. Special Meetings of the members may be called by the President or by the Directors, and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of ten or more members.

2.8 Call and Notice

a. Annual and Regular Meetings. No call or notice shall be required for annual or regular meetings of members, provided that reasonable notice (i) of the first regular meeting following the determination by the members of the times and places for regular meetings shall be given to absent members, (ii) of an annual meeting not held at the principal office of the Corporation shall be given to each member, (iii) specifying the purpose of an annual or regular meeting shall be given to each member if either contracts or transactions of the Corporation with interested persons or amendments to these Bylaws (as adopted by the Directors or otherwise) are to be considered at the meeting and (iv) shall be given as otherwise required by law, the Articles of Organization or these Bylaws.

b. Special Meetings. Reasonable notice of the place and time of special meetings of the members shall be given to each member. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization or these Bylaws or unless there is to be considered at the meeting (i) contracts or transactions of the Corporation with interested persons, (ii) amendments to these Bylaws (as adopted by the Directors or otherwise), (iii) an increase or decrease in the number of Directors, or (iv) removal or suspension of a member or Director.

c. Reasonable and Sufficient Notice. Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a member to send notice by mail at least forty-eight hours or by email at least twenty-four hours before the meeting addressed to her/him at the member’s usual or last known business or residence address or to give notice to the member in person by telephone at least twenty-four hours before the Meeting.

d. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any member if a written Waiver of Notice, executed by the member (or the member’s attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting. A Waiver of Notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such Meeting.

2.9 Quorum

At any Meeting of the members, a majority of the current members (whether present in person or duly represented) shall constitute a quorum, except that twenty (20) persons must be present in person at a regular meeting and will, in that event, constitute a quorum. Any Meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the Meeting by a majority of the votes cast upon the questions, whether or not a quorum is present, and the Meeting may be held as adjourned without further notice.

2.10 Action by Vote

Each member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization, or these Bylaws.

2.11 Action by Writing

Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members entitled to vote on the matter consent to the action in writing and the written consents are filed with the reports of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.

2.12 Proxies

Members may vote either in person or by written proxy dated not more than four (4) months before the meeting named therein, which proxies shall be filed before being voted with the Clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.

2.13 Minutes

At each executive committee meeting or business meeting the presiding officer shall designate a member to take minutes. All minutes will be kept on file and will be available to members upon request, as will records of action by writing.

Section 3. Sponsors, Benefactors, Contributors, Advisers, Friends of the Corporations

The Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers, and friends of the Corporation or such other titles as they deem appropriate. Such persons shall serve in an honorary capacity and shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities, unless the directors otherwise designate

Section 4. Board of Directors and Officers

4.1 Qualification and Powers of Directors

The Board of Directors shall consist of all elected and appointed members of the Executive Committee . The affairs of the Corporation shall be managed by the Directors who shall have and may exercise all the powers of the Corporation, except those powers reserved to the members by law, the Articles of Organization or by these Bylaws.

4.2 Number and Election or Appointment of Officers

The Officers shall be are the members of the Executive Committee. The Executive Committee shall consist of the President, President-Elect (in even years) or Past President (in odd years), Treasurer, Clerk, eight to ten At-Large Members, and one or more appointed members, including the Newsletter Editor. The Officers shall be elected or appointed as follows:

In the fall of even-numbered years, the Officers shall determine whether four or five At-Large Members are to be elected in the fall of the next odd-numbered year. In the fall of years 2013+4n, elections will be held by ballot of the general membership for the President-Elect, Clerk, and four or five (as determined above) At-Large Members. In the fall of years 2015+4n, elections will be held by ballot of the general membership for the President-Elect, Treasurer, and four or five (as determined above) At-Large Members. During the time period May – August in odd years, the elected members of the Executive Committee shall meet in Executive Session to appoint (or re-appoint) the Newsletter Editor and, if necessary, additional directors with specific skills and knowledge to fill positions on the board. The elected members of the Executive Committee shall automatically appoint the President-Elect to be President immediately following her term of office, and the President to be Past President for the year immediately following her term of office.

4.3 Tenure

The President shall hold office for two years commencing with the odd year February 1 immediately following her election as President-Elect. The Newsletter Editor and other appointed officers, if any, shall hold office for two years commencing with the even year February 1 immediately following their appointments. The President-Elect shall hold office for one year commencing with the even year February 1 immediately following her election, and the Past President shall hold office for one year commencing with the odd year February 1 immediately following her term as President. At-Large Members, the Clerk, and the Treasurer shall hold office for four years commencing with the even year February 1 immediately following their election. Each officer shall hold office for the above terms and until her successor is elected and qualified, or until she sooner dies, resigns, is removed, or becomes disqualified. The President, Clerk, Treasurer, and At-Large Members are not to hold the same office for more than two consecutive terms.

4.4 Nominations

a. The elections for the Executive Committee shall be held in the fall of odd-numbered years and conducted by the AWM Office.

b. Nominations shall be made for each elected position by a nominating committee appointed by the Executive Committee, or by petition. Any member of the Corporation may suggest a name for consideration by the nominating committee by submitting the name of the proposed candidate and office to the President before February 15 of the appropriate odd-numbered year. Nominations by petition may be made by submitting a petition bearing 20 signatures in support of the nomination to the President before September 1 of the appropriate odd year.

c. The Newsletter Editor shall notify the membership of the officers to be elected that year in the January/February issue of the Newsletter in odd years. The Newsletter Editor shall include the official ballot with the names of the candidates proposed by the Executive Committee (through its nominating committee), together with the names proposed by petition, in the November/December issue of the Newsletter in odd-numbered years. Each name entered on the ballot may be accompanied by a brief vita supplied by the candidate. An invitation to cast an electronic ballot shall be emailed to the members on November 1 in odd-numbered years.

d. In order to be counted electronic ballots must be submitted and paper ballots must reach the Corporation main business office by December 1. The nominee receiving a plurality of votes cast shall be declared elected in the case of the positions of President-Elect, Clerk, and Treasurer. In the case of Members-At-Large, the four or five candidates with the largest number of votes depending on the number determined to be elected shall be declared elected by the Directors.

e. In the event that an elected officer should for any reason be unwilling or unable to carry out the responsibilities of the office, the Executive Committee shall determine the time and manner of replacement.

4.5 Chair of the Board of Directors

If a Chair of the Board of Directors is elected, she shall preside at all meetings of the Directors, except as the Directors shall otherwise determine, and shall have such other powers and duties as may be determined by the Directors.

4.6 President, President-Elect, and Past President

The President shall be the Chief Executive Officer of the Corporation and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the Corporation. The President shall preside at all meetings of the Executive Committee and all meetings of the members, and if no Chair of the Board of Directors is elected, at all meetings of the Directors, except as the members or Directors otherwise determine.

The President-Elect or Past President shall have such duties and powers as the Directors shall determine. The President-Elect or Past President shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of her inability to act.

4.7 Treasurer

The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. She shall be in charge of its financial affairs, funds, securities, and valuable papers and shall keep full and accurate records thereof. She shall also be in charge of its books of account and accounting records, and of its accounting procedures.

4.8 Clerk

The Clerk shall maintain records of all proceedings of the members and Directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Corporation or at the office of its Clerk or of its resident agent and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain records of all meetings of Incorporators and the original, or attested copies, of the Articles of Organization and Bylaws and names of all members and Directors and the addresses of each.

4.9 Newsletter Editor

The Newsletter Editor shall edit and be responsible for the publication of the Newsletter of the Corporation. Frequency of publication shall be determined by the Executive Committee.

4.10 Executive Committee

a. The administration of the Corporation shall normally be in the hands of the Executive Committee. The Executive Committee shall act either upon its own initiative or upon the approval of recommendations of the membership of the Corporation.

b. Upon petition of 5% of the membership of the Corporation, any action of the Executive Committee shall be subjected to an electronic ballot of the entire membership of the Corporation. Such action shall be ratified by a majority of those voting.

c. The Executive Committee may adopt further Bylaws and/or Regulations which are not inconsistent with these Bylaws.

d. Meetings and voting.

i. The Executive Committee shall meet at least once annually in conjunction with the Annual Meeting of members at the Joint Mathematics Meetings in January or otherwise as called by the President. It is a responsibility of Officers to try to attend meetings during their tenure; those who will not be present should notify the President in advance of the meeting. Officers may attend the Annual Meeting via conference call. If a majority of the Executive Committee is not present, members having notified the President that they would be absent will be polled concerning actions. Any members of the Corporation may attend and participate, without vote, in all meetings of the Executive Committee which are not in closed executive session. Interim matters requiring Executive Committee action and approval may be handled by mail or email ballot of the Executive Committee. The Executive Committee may go into closed executive session upon majority vote.

ii. The Newsletter Editor and other appointed members have full voting rights, including when the Executive Committee goes into a closed session unless there is a conflict of interest (for example when appointments to those positions are approved)

e. The responsibilities of the Executive Committee shall be:

i. To provide for its own organization and operation and to oversee the work of the portfolios that structure the Association’s major activities

ii. To create Task Forces and other units of organization of the Association as it may deem advisable to carry out the objectives for which the Corporation was created;

iii. To initiate and supervise the services of the Corporation;

iv. To act upon proposals affecting the dues structure of the Corporation;

v. To plan the time, place, character, and scope of general meetings of the Corporation.

f. Committees. Either the President or the Executive Committee shall appoint such committees as may be needed to carry out the objectives of the Corporation. Each committee may choose its own internal structure. Upon request of the Executive Committee, committee chairpersons shall report on the work of their committees.

4.11 Suspension or Removal

An Officer may be suspended or removed (a) with or without cause by vote of a majority of the members then in office or (b) with cause by vote of a majority of the Executive Committee members then in office. Recall of an Officer may be initiated by petition of either 2/3 of the Executive Committee or 25% of the general membership. Upon receipt of the petition, verification of signatures and vote by electronic ballot will occur as soon as possible within six months.

4.12 Resignation

An officer may resign by delivering her written resignation to the President, Treasurer or Clerk of the Corporation, to a meeting of the members or Executive Committee, or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.

4.13 Vacancies

If the office of any officer becomes vacant, the Executive Committee may elect or appoint a successor. Each such successor shall hold office for the unexpired term, and in the case of the President, Treasurer and Clerk until her successor is elected and qualified, or in each case until she sooner dies, resigns, is removed or becomes disqualified.

If changes in these Bylaws create a position or positions that cannot be filled immediately under the rules for election and appointment herein, the Executive Committee may elect or appoint an officer to fill each such position. Each such officer shall hold office until the next regularly scheduled election or appointment for her office, or until she sooner dies, resigns, is removed or becomes disqualified.

4.14 Regular Meetings of Directors

Regular meetings of the Directors may be held at such places and at such times as the Directors may determine.

4.15 Special Meetings of Directors

Special Meetings of the Directors may be held at any time and at any place when called by the Chair of the Board of Directors (or if there be no such Chair, the President) or by two or more Directors.

4.16 Call and Notice

a. Regular Meetings of Directors. No call or notice shall be required for regular meetings of Directors, provided that reasonable notice (i) of the first regular meeting following the determination by the Directors of the times and place for regular meetings shall be given to absent members, (ii) specifying the purpose of a regular meeting shall be given to each Director

if either contracts or transactions of the Corporation with interested persons or amendments to these Bylaws are to be considered at the meeting and (iii) shall be given as otherwise required by law, the Articles of Organization or these Bylaws.

b. Special Meetings of Directors. Reasonable notice of the time and place of special meetings of the Directors shall be given to each Director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization or these Bylaws or unless there is to be considered at the meeting (i) contracts or transactions of the Corporation with interested persons, (ii) amendments to these Bylaws, (ill) an increase or decrease in the number of Directors, or (iv) removal or suspension of a Director.

c. Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a Director to send notice by mail at least five days or by email at least two days before the meeting addressed to her at her usual or last known business or residence address or to give notice to her in person or by telephone at least two days before the meetings.

d. Waiver of Notice. Whenever notice of a meeting is required, such notice need not to be given to any Director if a written waiver of notice, executed by her (or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any Director who attends without protesting prior thereto or at its commencement the lack of notice to her. A Waiver of Notice need not specify the purpose of the meeting unless such purposes were required to be specified in the notice of such meeting.

4.17 Quorum

At any meeting of the Directors a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

4.18 Action by Vote

When a quorum is present at any meeting, a majority of the Directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization or these Bylaws.

4.19 Action by Writing

Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.

4.20 Compensation

Directors shall be entitled to receive for their services such amount, if any, as the Directors may from time to time determine, which may include expenses of attendance at meetings. Directors shall not be precluded from serving the Corporation in any other capacity and receiving compensation for any such services.

Section 5. Execution of Papers

Except as the Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation shall be signed by the President or by the Treasurer.

Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Corporation by two of its officers, of whom one is the President or President-Elect or Past President and the other is the Treasurer or an Assistant Treasurer, shall be binding on the Corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the Articles of Organization, Bylaws, resolutions or votes of the Corporation.

Section 6. Personal Liability

The members, Directors and officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debts, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.

Section 7. Amendments

Amendments to these Bylaws may be proposed by any member in good standing, or by any Director. Amendments, to be adopted, must first be approved by a majority of the members voting in a Regular Meeting, or in a Special Meeting, with Notice duly given stating the substance of such change, and then be ratified by a majority of the members voting in an electronic ballot of the membership of the Corporation.

Section 8. Regional Organizations

Regional Organizations may be formed by Corporation members. Each Regional Organization may choose its own internal structure and enjoy significant autonomy from the Executive Committee.

Section 9. Affiliations

The Corporation may affiliate with other organizations, subject to the approval of a majority of those voting. Voting shall be by an electronic ballot sent to all members. The ballot shall be accompanied by statements supporting affiliation and non-affiliation.

Another organization may affiliate with the Corporation subject to the procedures of the other organization and upon the approval of the Executive Committee of the Corporation.

Section 10. Dissolution

The Corporation may be dissolved only at a Special Meeting called for the purpose. Upon any such dissolution of the Corporation, all its property remaining after satisfaction of all its obligations shall be distributed to such one or more learned societies, organized and operated exclusively for charitable, scientific, literary, or educational purposes, no part of the net earnings of which inures to the benefit of any private member, or individual, as provided in Section 4.20 of the Articles of Organization.

AWM Conflict of Interest Policy

A conflict of interest may exist when the interest (financial or other) or concerns of any member of AWM, or the member’s immediate family, or any group or organization to which the member has an allegiance or duty, may be seen as competing or conflicting with the interests or concerns of AWM.

When any such potential conflict of interest is relevant to a matter requiring participation by the member in any action by AWM or any of its committees to which the member belongs, the interested party shall call it to the attention of AWM or the committee and such person shall not vote on the matter. Moreover, the person having a conflict shall retire from the room in which the organization or its committee is meeting (or from a conference call) and shall not participate in the final deliberation or decision regarding the matter under consideration.

The foregoing requirements shall not be construed as preventing the member from briefly stating her position in the matter, nor from answering pertinent questions of other members, as her knowledge may be of great assistance.

The minutes of the meeting of the organization or committee shall reflect when the conflict of interest was disclosed and when the interested person did not vote. When there is a doubt whether a conflict of interest exists, and/or whether a member should refrain from voting, the matter shall be resolved by a vote of the organization (or its committee), excluding the person concerning whose situation the doubt has arisen.

A copy of this conflict of interest statement passed by the AWM Executive Committee, Vancouver, 8/16/93, shall be published once a year in the AWM Newsletter, and any member serving as an officer or on a committee shall be advised of the policy upon undertaking her duties.