Constitution of IAWS

As amended in May 2010/ As amended in July 2015

Article 1. Name

The International Academy of Wood Science (the "Academy") shall be a non-profit assembly of wood scientists, recognizing all fields of wood science with their associated technological domains, and securing a worldwide representation. The Academy was founded and given its name in Paris, June 2, 1966.

Article 2. Objectives

Section 1. The Academy has the objective of promoting on the international level the concerted development of wood science and its standing by:

Recognizing meritorious wood scientists by their election as Fellows,
Honoring distinguished achievements in the science of wood,
Promoting a high standard of research and publication, and
Any other appropriate activity that contributes to the fulfilment of the above objectives.

The Academy is organized exclusively for charitable and educational purposes in order to meet taxation requirements.

Section 2. The phrase "wood science" shall cover the biological, chemical, and physical sciences of lignified natural materials and products derived therefrom, as well as the scientific base of the technology of converting such substances into useful products.

Article 3. Governance

The Academy shall be governed by its Constitution and by its Bylaws. The Academy Governing Bodies (“Governing Bodies”), consisting of the Executive Committee and the Academy Board, shall be empowered to set policies for the Academy and to assume overall responsibility for the management of the affairs of the Academy.

Article 4. Membership

Section 1. Members of the Academy shall belong to one of the two classes: Fellows and Affiliate Members. The Bylaws shall define the rules by which individuals and organizations shall be elected to each of the two classes of membership.

Section 2. Fellows

Fellows shall be wood scientists who are elected as actively engaged (or who are retired from an active career) in wood research in the broadest sense, their election being evidence of high scientific standards.
New Fellows are nominated and evaluated by Fellows. The Executive Committee determines the number of nominees to be accepted as Fellows each year, based on those evaluations. Members of the Executive Committee are prohibited from nominating Fellows while in office.
When there is a requirement for levies or fees from Fellows, the Governing Bodies shall be empowered to fix amounts. Such levies and fees shall remain in effect until changed by the Governing Bodies. All Fellows shall be informed of the imposition of levies or fees at least six months before they become due. A Fellow may choose to make a lifetime contribution of an amount determined by the Governing Bodies and thereby become exempt from further assessment. Fellows 80 years old or older are no longer required to pay levies or fees.

Section 3. Affiliate Members

Affiliate Members shall be educational, research, industrial, or governmental organizations and individuals, who are actively engaged in carrying out or promoting research in wood science or the enhanced utilization of wood on the basis of scientific or technological principles and practices. Affiliate Members have the privilege of designating a Representative (who may or may not be a Fellow), to represent the organization in the Academy.
Affiliate Members are elected by the Board.
The Governing Bodies shall be empowered to fix the minimum annual contributions to be given by Affiliate Members.
All Affiliate Members shall have the same rights as Fellows to participate in Academy meetings, conferences, lectures, and other scientific or educational activities, with Affiliate Members exercising the privilege through their Representatives.

Section 4. Expulsions and Suspensions

A Fellow of the Academy may be expelled only for sufficient cause. An action for expulsion must be approved by the Governing Bodies, and affirmed by a majority of voting Fellows by a subsequent mail ballot. Failure to pay dues is not sufficient cause for expulsion.
Fellows who resign or fail to pay dues for three years shall have their membership suspended, will no longer receive mailings from the Academy, and will have their contact information deleted from the Directory. Such Fellows can be reinstated only after satisfying their financial delinquencies.
An Affiliate Member who fails to pay dues or levies may be removed from membership by the Board.

Section 5. Fellows and Affiliate Members shall receive a Certificate of Election. This Certificate must be surrendered in the event of expulsion.

Article 5. Officers

Section 1. The officers of the Academy shall be a President, Vice-President, Secretary, Treasurer, and immediate Past President. The Academy Fellows shall elect the Vice-President. The Secretary and Treasurer shall be nominated by the President and approved by the Board.

Section 2. The Immediate Past President, President, and Vice-President shall serve single terms of three years beginning on June 2 of the election year. The President shall be automatically succeeded by the Vice-President when the term ends. The Secretary shall serve a term of six years beginning on June 2 of the appointment year. The Treasurer shall serve a term of six years coinciding with the fiscal (calendar) years.

Section 3. The duties and privileges of the President are as follows:

To preside over meetings of the Academy and to assume other duties and privileges as chair of the Executive Committee,
To have the option of casting the deciding vote to resolve tie votes, and
To provide information to Fellows in Academy Bulletins at least yearly and to issue a triennial report covering his/her term.

Section 4. The duties of the Vice-President are as follows:

To act in the President's behalf in the absence of the President, and
To assume the duties and privileges assigned by the Executive Committee.

Section 5. The duties of the Secretary are as follows:

To serve as a focal point for communication with Fellows, and
To assume the duties assigned by the Executive Committee.

Section 6. The duties of the Treasurer are as follows:

To take responsibility for financial assets and transactions as prescribed by the Bylaws, and
To assume the duties assigned by the Executive Committee.

Section 7. The President may appoint an Executive Secretary to assist the Officers, with remuneration by the Academy (in an amount decided by the Executive Committee).

Section 8. In the event of a vacancy in the office of the President, the unexpired term shall be filled by the Vice-President, who will then be entitled to fill the succeeding three years as President in his/her own right. During the unexpired term of the President and while the Vice-President is acting as President, the Board shall elect a temporary Vice-President from among its Members to act with full vice-presidential authority throughout the unexpired term, except that such an election shall NOT carry with it any further privileges to succeed to the Presidency. Should the Vice-President be unable to serve for the unexpired term of a President, the Board shall elect from its Members an Acting President to serve until the time of the next election. In the event of a vacancy in the office of the Vice-President or if the Vice-President is unable to succeed the President, a new Vice-President shall be elected by the Fellows.

Article 6. Meetings

The Academy shall hold regular Plenary Meetings, comprising a Business Meeting and Technical Sessions, or separate Business Meetings, at any place and any time as is considered desirable by the Executive Committee.

Article 7. Executive Committee

Section 1. The President, Vice-President, Secretary, Treasurer, and immediate Past-President shall constitute permanent members of the Executive Committee, all with voting privileges.

Section 2. Additional Fellows, voting or non-voting, may be appointed members of the Executive Committee.

Section 3. A majority of Members of the Executive Committee shall constitute a quorum. The Executive Committee may conduct the affairs of the Academy by correspondence and postal ballot, by electronic mail, by facsimile, or teleconference call provided there is a quorum on any item of policy being decided.

Section 4. The Executive Committee shall administer the Academy's day-to-day activities.

Section 5. The Executive Committee will make decisions regarding expenditures of Academy funds.

Article 8. The Academy Board

Section 1. The power to interpret the provisions of the Constitution and Bylaws shall be vested in the Academy Board (the "Board"), with oversight of the Executive Committee.

Section 2. The Board shall consist of twelve (12) elected Fellows, one of whom shall be elected to serve as Chair for a period not to exceed three (3) years.

Section 3. Members of the Board shall be elected for a term of six years. Every second year, four Members shall retire, and four new Members shall be elected to the Board. Fellows are eligible for re-election to a second term after a lapse of four years after the end of the first term.

Section 4. A majority of Members of the Board shall constitute a quorum. The Board may conduct the affairs of the Academy by correspondence and postal ballot, by electronic mail, by facsimile, or teleconference call provided there is a quorum on any item of policy being decided.

Section 5. The Board shall be empowered to appoint Committees and to delegate to such Committees any duties, privileges and responsibilities of the Board.

Section 6. In the event of a vacancy occurring on the Board before a Member's term of office expires, the Board shall be empowered to appoint a Fellow to fill the vacancy to the end of the unexpired term.

Section 7. The Board shall have the right of bestowing an honor in the name of the Academy.

Article 9. Finances

Section 1. The fiscal year shall be the calendar year

Section 2. The Treasurer shall be empowered to sign invoices, checks, drafts, etc., on behalf of the Governing Bodies.

Section 3. An annual fiscal-year audit shall be performed by a Fellow appointed by the Board. The audit shall be reviewed by and approved by the Board.

Section 4. The Treasurer shall report to the Fellows each year on the audited financial affairs of the Academy.

Section 5. This section relates to the United States tax code, assuring tax-exempt status within the USA. (Each Treasurer is encouraged to seek tax-exempt status for the Academy in his/her country.)

This organization is organized exclusively for charitable and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue code.

Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Upon the winding up and dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a non-profit fund, foundation, or organization which is organized and operated exclusively for charitable, educational, religious, and or scientific purposes and which has established its tax exempt status under section 501 (c) (3) of the Internal Revenue Code.

Article 10. Elections

Section 1. The President shall appoint a Tellers Committee consisting of three Fellows, one being assigned as Chair, to count the ballots in elections and evaluations as prescribed by the Constitution and Bylaws.

Section 2. The Bylaws of the Academy provide the directions for nominations and elections of Fellows, Officers, Board Members, and Committees.

Section 3. If disputes arise on interpreting the rules or results of election, the Executive Committee shall be the sole and final arbiter, except for election of Executive Officers, in which case the Board shall be the sole and final arbiter.

Article 11. Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Academy in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws and any special rules of order the Academy may adopt.

Article 12. Bylaws

Section 1. The Governing Bodies shall be empowered to adopt, amend, and repeal Bylaws for the proper government of the affairs of the Academy, provided that nothing in the Bylaws shall conflict with this Constitution.

Section 2. Notice of the proposed changes in the Bylaws shall be submitted in a timely manner by the Secretary to the Governing Bodies who shall vote on such changes.

Article 13. Amendment of Constitution

Section 1. Proposals to amend this Constitution can be made by the Executive Committee, by fifteen (15) or more Fellows, or by the Board.

Section 2. Proposals for amendments by Fellows shall be sent to the Secretary, who shall submit them in writing to the Governing Bodies, requesting any qualifying statements, which are to be appended to the proposal explaining the position of the Board or Executive Committee.

Section 3. The Secretary shall submit proposals to a vote by all Fellows. Approval by two-thirds of the valid votes of voting Fellows shall constitute ratification.