ARTICLE I :  Names and Objectives

1. The name of the corporation is the AMERICAN FISHERIES SOCIETY, hereinafter called the SOCIETY. The term “Society” refers to the corporation as a whole and to its central functions and products; except in the aggregate, it does not refer to the corporation’s organizational units or to their functions or products.
2. The Society’s objectives are to:
   1. Promote the conservation, development, and wise use of the fisheries;
   2. Promote and evaluate the development and advancement of all branches of fisheries science and practice;
   3. Gather and disseminate to Society members and the general public scientific, technical, and other information about fisheries science and practice through publications, meetings, and other forms of communication; and
   4. Encourage the teaching of fisheries science and practice in colleges and universities and the continuing education and development of fisheries professionals.
3. The Society may undertake any lawful activity to administer its affairs and attain its objectives, alone or in conjunction with others, except any activity that would cause it to lose its exemption from United States federal taxation as provided by Section 501 (c) (3) of the Internal Revenue Code of 1954, in that Section’s present or future form.

ARTICLE II: Membership

1. Individuals or institutions interested in the Society and its objectives may become members in one of the following categories. The Governing Board may establish special categories of membership within any of these categories or subclasses.
   1. ACTIVE MEMBERS are individuals with voting rights in one of the following subclasses.
      1. GENERAL MEMBERS pay dues annually, and their membership extends through the calendar year (only) for which dues are paid.
      2. LIFE MEMBERS pay a specified fee and are exempt from further payment of dues to the Society.
      3. HONORARY MEMBERS are persons who, because of their outstanding professional or other attainments, outstanding service to the Society, or official position, have been elected to permanent dues-free membership in the Society. Honorary Members must be nominated by at least 100 active members and elected by a 2/3 majority of active members present at an annual or special Society meeting. A Life Member elected to Honorary membership retains the privileges of Life membership.
   2. AFFILIATE MEMBERS are individuals or public or private institutions without voting privileges who wish to support the Society and have paid annual calendar-year dues in one of the following subclasses.
      1. OFFICIAL MEMBERS are federal, state, provincial, territorial, or intergovernmental institutions.
      2. CONTRIBUTING MEMBERS are nongovernmental individuals or institutions.
2. Members of the Society may elect to be members of one or more Chapters and/or Sections of the Society. Such voluntary memberships are subject to the respective Chapter or Section dues, even if a member is exempt from Society dues.

ARTICLE III:  Officers, Staff, and Elections

1. Elected Society officers are President, President-elect, First Vice-president, Second Vice-president, and Immediate Past-president.
   1. Only Active Members as indicated in the Society’s Rules and Procedures.may be nominated for these elective offices.
   2. Society officers and committee members, other than the Executive Director and AFS staff serving on committees, shall receive no salary or clerical or other expenses unless approved in advance by the Governing Board.
   3. Duties of the elected officers shall be as indicated in the Society’s Rules and Procedures.
2. The Governing Board may employ an Executive Director and other Society staff, who shall serve at its pleasure. The Executive Director serves as Secretary and Treasurer of the Society.
   1. The Executive Director is responsible to the Governing Board and acts with its advice and consent. The Executive Director shall manage the Society’s daily activities, implement Society policies and advance Society objectives as set forth in the Constitution, Rules and Procedures, and in Governing Board directives.
   2. Salaries and compensation for the Executive Director shall be established by the Governing Board. Salaries and compensation for other Society staff shall be established by the Executive Director.
3. The nomination and election of officers shall be conducted as indicated in the Society’s Rules and Procedures.

ARTICLE IV:  Governing Board and Management Committee

1. The Governing Board comprises the elected officers, Executive Director, Division presidents and presidents-elect, Section and Chapter presidents, president of the Student Subsection of the Education Section, and Constitutional Consultant, and shall function as indicated in the Society’s Rules and Procedures A majority of voting Governing Board members constitutes a quorum.
2. The Management Committee functions as an Executive Committee of the Governing Board and comprises those members indicated in the Society’s Rules and Procedures.

ARTICLE V:  Units of the Society

1. Units of the Society include Divisions, Chapters, Sections, and Student Subunits as indicated in the Society’s Rules and Procedures
2. A unit of the Society may be authorized by the Governing Board if it seems likely to provide a worthwhile and long-term service to the Society.

ARTICLE VI:  Meetings and Voting

1. Decisions and voting at Society meetings shall be as follows.
2. Fifty Active Members constitute a quorum for transaction of Society business at annual or special meetings.
3. In an emergency, the Governing Board may cancel or change the place of an annual Society meeting.
4. The Society shall meet once a year. The Governing Board sets the time and place of the annual meeting, and may do so two or more years in advance. Only the President may call special meetings with the approval of the Governing Board. Unless otherwise specified in the Constitution, meetings are conducted according to the latest edition of Robert’s Rules of Order.
   1. Decisions at meetings are by simple majority of Active Members voting, except 2/3 majorities are required to:
      1. amend the Constitution;
      2. suspend a Rule; or
      3. elect an Honorary Member.
   2. Any Active Member who cannot attend a Society meeting may request the Executive Director, in writing, to register her or his vote on a previously published question. Such proxy votes must be assigned before the meeting at which the question is considered, and may not be used to establish a quorum.
5. Business and voting may be conducted via mail or electronic mail instead of at Society or Governing Board meetings. An electronic vote must be approved by the President, or the Officers, or Governing Board, as appropriate for the issue being considered. All aspects of the vote (quorum, notification, length of time the vote is left open) must follow the approved procedures for the type of issue being considered.
6. Members may raise any matter for a Society-wide referendum.
   1. A referendum is posed in the form of a written petition signed by 400 Active Members or by 10 percent of all Active Members, whichever is less.
   2. The Executive Director shall provide to the membership each validated referendum and summarized arguments pro and con as soon thereafter as possible. Ballots sent to all Active Members shall specify the date by which they must be returned to the Executive Director; this date will be at least 30 days but no more than 60 days after ballots are distributed. Decisions will be by simple majority of those voting, except where a 2/3 majority is required. Results of the referendum shall be provided to the membership.

ARTICLE VII:  Publications

1. Publications serve as a means for the Society to transmit information to its members and to others with a legitimate interest in that information.
2. The Society shall produce publications as indicated in the Society’s Rules and Procedures.

ARTICLE VIII:  Dues, Fees, and Charges

1. The Governing Board may determine, by a 2/3 majority vote, all Society dues, fees, and charges.
2. The Governing Board may elect to transfer a portion of the Society’s annual membership dues to the Divisions and Chapters.
3. All monies due the Society shall be remitted to the Executive Director in U.S. currency or the equivalent in the currency of another country.

ARTICLE IX:  Standing Committees

1. Standing Committees help conduct the Society’s affairs.
2. The President shall appoint and charge the chairs and members of all standing committees as indicated in the Society’s Rules and Procedures.

ARTICLE X:  Constitution, Rules and Procedures

1. The Constitution is the defining document for the Society. It takes precedence over all other rules and procedures of the Society. It cannot be suspended, unless otherwise specified in t