CONSORTIUM
FOR MATERIAL PROPERTY RESEARCH IN THE EARTH SCIENCES
By-Laws
Article I Name
Section 1. Name: The name of the Organization is Consortium for Material Property Research in the Earth Sciences (abbreviated as COMPRES). The Research Foundation of the State University of New York at Stony Brook (RFSB) serves as the fiscal agent for COMPRES, as administrator and overseer of grants submitted to federal agencies on behalf of the COMPRES program by the COMPRES executive committee in compliance of the general rules and regulations of the RFSB.
Article II Member Institutions
Section 1. Membership: Educational and not-for-profit institutions chartered in the United States, with a major commitment to research in materials properties of Earth and planetary materials with a particular emphasis high-pressure science and technology, and related fields, including single or multiple campuses of multi-campus university systems, may become Members of the Organization. The current list of member institutions shall be maintained by the President.
Section 2. Election: An institution applying for membership must be qualified as an educational and not-for-profit institution according to criteria adopted by the Electorate. Qualified institutions may be elected as members by the affirmative vote of two-thirds of the members of the entire Electorate, or by unanimous vote of the Executive Committee of COMPRES. The rights and privileges of Members with respect to participation in the scientific activities of COMPRES will be according to policies established by the Electorate.
Section 3. Affiliation: Research institutions and other not-for-profit organizations in and outside the United States that are engaged in high-pressure mineral physics research and development, but that do not otherwise qualify for COMPRES membership, may be elected as Affiliates for an indefinite term by the affirmative vote of two-thirds of the members of the entire Electorate or by a unanimous vote of the Executive Committee of COMPRES. Affiliates will appoint a non-voting representative to the Electorate, and will be able to participate in all activities in the governance of COMPRES other than voting at business meetings as a regular COMPRES member or serving in a position specifically restricted to members of the Electorate. The rights and privileges of Affiliates with respect to participation in the scientific activities of COMPRES will be according to policies established by the Electorate. Affiliates will be assessed an initial membership fee set at the then current fee for regular membership.
Section 4. Foreign Affiliation: Institutions not chartered in the United States may be elected as Foreign Affiliates for an indefinite term by the affirmative vote of two-thirds of the members of the entire Electorate or by a unanimous vote of the Executive Committee of the Electorate. A Foreign Affiliate will be entitled to designate a nonvoting representative to the Electorate, and will be able to participate in all activities in the governance of COMPRES other than voting at business meetings as a regular COMPRES Member or serving in a position specifically restricted to members of the Electorate. The rights and privileges of Foreign Affiliates with respect to participation in the scientific activities of COMPRES will be according to policies established by the Electorate.
Section 5. Resignation or Removal: Any Member or Affiliate may resign at any time by giving written notice to the Chairman of the Executive Committee or the President of the Organization. Such resignation shall take effect at the time of receipt of the notice, or at any later time specified therein. Given sufficient cause, any Member may be removed by the affirmative vote of two-thirds of the Members of the entire Electorate. Any resigning Member or Member being removed shall remain liable for any unpaid portion of the initial membership fees and any other membership fees, assessments or charges levied by the Electorate pursuant to Article IX of the By-Laws before the giving of such notice.
Article III Electorate
Section 1. Powers: Full power in the management of the affairs of the Organization is vested in the Electorate. To this end and without limitation of the foregoing or of its powers expressly conferred by these By-Laws, the Electorate shall have power to authorize such action on behalf of the Organization, make such rules or regulations for its management, create such additional offices or special committees and select, employ or remove such of its officers, agents or employees as it shall deem best. The Electorate shall have the power to fill vacancies in, and change the membership of, such committees as are constituted by it.
Section 2. Power of Appointment: The term "Executive Officer" referred to in Sections 3-6 shall mean a Senior Officer of a Member institution above the level of Department Head.
Section 3. Composition: The Electorate shall be composed of one member from each of the Member institutions. An Executive Officer of each such member institution shall designate one Member of the Electorate, who shall be the holder of an academic appointment, with major responsibilities for instruction and/or research in the earth sciences, in a department, program or other organizational unit of such member institution.
Section 4. Term of Office: Each member of the Electorate shall continue in office until a successor is chosen and qualifies or until he or she dies, resigns or is removed by an Executive Officer of the member institution.
Section 5. Resignation: Any Member of the Electorate may resign at any time giving written notice to the Chairman of the Executive Committee or the President of COMPRES. Such resignation shall take effect at the time of receipt of the notice, or at any later time specified therein.
Section 6. Alternate Members of the Electorate: An Executive Officer of each member institution may appoint from within the member institution an alternate Member of the Electorate to serve for the term specified by such appointment. In the absence of a Member of the Electorate from any meeting of the Electorate, his or her alternate may, upon written notice to the President of the Organization from the Member of the Electorate or from a duly authorized representative of the member institution of the Electorate, attend such meeting and exercise all the rights, powers and privileges of the absent Member of the Electorate.
Article IV Meetings of the Electorate
Section 1. Annual Meeting: The annual meeting of the Electorate for the election of officers and for the transaction of such other business as may properly come before it shall be held on or before the first Monday in December in each year.
Section 2. Special Meetings: Special meetings of the Electorate may be called by the Chairman of the Electorate or by the President upon written request of at least four Members of the Electorate or one-fifth (1/5) of the membership of the Electorate, whichever is greater.
Section 3. Place of Meetings: The Chairman of the Executive Committee or the President shall designate the place of the annual meeting or any special meeting and which shall be specified in the notice of meeting or waiver of notice thereof.
Section 4. Notice of Meetings: Notice of such meeting of the Electorate shall be given to each member by the President, or by an officer directed by the Chairman of the Executive Committee or the President to give such notice, by delivering to him or her personally, or by first-class mail, postage prepaid, addressed to him or her at the address of his or her member institution, a written or printed notice not less than thirty nor more than sixty days before the date fixed for the meeting. Notice of any meeting need not be given to any member of the Electorate, however, who submits a signed waiver of notice, whether before or after the meeting. The attendance of any Member of the Electorate at a meeting without protesting prior to the conclusion of the meeting the lack of notice thereof shall constitute a waiver of notice by him or her. When a meeting is adjourned to another place or time, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.
Section 5. Quorum: Except as may be otherwise expressly required by law or these By-Laws, at all meetings of the Electorate forty percent (40%) of the Members of the Electorate then serving shall constitute a quorum. At all meetings of any committee of the Electorate a majority of the members of that committee shall constitute a quorum. For the purposes of election of Officers and Executive Committee members, a quorum shall be determined in accordance with Article VIII. If a quorum is not present, a majority of the Members of the Electorate present may adjourn the meeting without notice other than by announcement at said meeting, until a quorum is present. At any duly adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 6. Voting: Each Member of the Electorate shall be entitled to one vote. Except as otherwise expressly required by law or these By-Laws, all matters shall be decided by the affirmative vote of a majority of the Members of the Electorate present at the time of the vote, if a quorum is then present.
Section 7. Action Without a Meeting: Any action required or permitted to be taken by the Electorate, or the Executive Committee, may be taken without a meeting if all members of the Electorate or the Executive Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Electorate or the Executive Committee.
Section 8. Participation by Conference Telephone or Video Conference: In any meeting of the Electorate or any committee thereof, any one or more Members of the Electorate or members of any such committee may participate by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Article V Officers
Section 1. Officers and Qualifications: The officers of the Organization shall consist of a Chairman and a Vice Chairman of the Executive Committee, and a President and such other officers as the Electorate may from time to time establish and appoint. Unless otherwise specified by Electorate action, officers need not be Members of the Electorate.
Section 2. Chairman: The Chairman of the Executive Committee shall, when present, preside at all meetings of the Electorate and shall perform such other duties and exercise such other powers as shall from time to time be assigned by the Electorate. The Chairman of the Executive Committee shall be an ex officio member of all COMPRES committees.
Section 3. Vice Chairman: The Vice Chairman of the Executive Committee shall preside, in the absence of the Chairman, at all meetings of the Electorate and shall perform such other duties and exercise such other powers as shall from time to time be assigned by the Electorate.
Section 4. President: Except as otherwise provided by the Electorate, the President shall be the chief executive officer of the Organization, and unless authority is given by the Electorate to other officers or agents to do so, he or she shall execute all contracts and agreements on behalf of the Organization. It shall be his or her duty, insofar as the facilities and funds furnished to him or her by the Organization permit, to see that the orders and votes of the Electorate and the purposes of the Organization are carried out. In the absence of the Chairman or the Vice Chairman of the Executive Committee, the President shall preside at meetings of the Electorate. The President may appoint advisory committees or panels to assist in carrying out the business of the Organization. The President shall be an ex officio member of all COMPRES committees.
Section 5. Election and Term of Office: The Chairman and Vice Chairman of the Executive Committee shall each be elected by the Electorate for a term not to exceed three years or until his or her successor is chosen and qualifies. The Chairman of the Executive Committee shall not be eligible for reelection until another person shall have served an intervening term, or a portion of a term of more than one year, as Chairman. All other officers of the Organization shall be elected by the Electorate for terms not to exceed three years or until their successors are chosen and qualify, and they shall be eligible for reelection.
Section 6. Resignation: Any officer may resign at any time by giving written notice to the Chairman, the Vice Chairman or the President of the Organization. Such resignation shall take effect at the time of receipt of the notice, or at any later time specified therein.
Section 7. Vacancies: Any vacancy in any office may be filled for the unexpired portion of the term of such office by the Electorate.
Section 8. Removal: Any officer may be removed at any time either with or without cause by vote of the Electorate.
Article VI Executive Committee, Other Committees and Advisory Council
Section 1. Executive Committee of COMPRES: There shall be established an Executive Committee of COMPRES comprising the Chairman, the Vice Chairman, the President, and two additional members each elected by the Electorate for a term not to exceed three years or until his or her successor is chosen and qualified. The three Chairs of the Standing Committees shall serve as non-voting advisors to the Executive Committee.
Section 2. Powers of the Executive Committee of COMPRES: Unless otherwise provided by resolution adopted by the affirmative vote of a majority of the entire Electorate, the Executive Committee may have and may exercise all the powers of the Electorate, except that it shall not have authority as to the following matters:
(a) the creation of new committees of the Organization;
(b) the amendment or repeal of the By-Laws, or the adoption of new By-Laws;
(c) the amendment or repeal of any resolution of the Electorate, which by its terms shall not be so amendable or repealable; and
(d) the levying or assessment of fees and dues.
At all meetings of the Executive Committee, the presence of a simple majority of its members then in office shall constitute a quorum for the transaction of business.
Section 3. Special Committees: The Electorate may create such special committees as may be deemed desirable, the members of which shall be appointed by the Chairman of the Executive Committee from among the Members of the Electorate, with the approval of the Executive Committee. Each such committee shall have only the lawful powers specifically delegated to it by the Electorate.
Section 4. Standing Committees: There will be standing committees as defined in Article VII for overseeing the major scientific, educational, and research programs to which the Organization provides scientific counsel and advice or management direction and fiscal recommendations.
Section 5. Other Committees: The Electorate may create committees other than Standing or Special committees to be Committees of the Organization. Such committees shall be elected or appointed in such a manner as may be determined by the Electorate and shall have such lawful duties as may be specified by the Electorate. An individual or an institution may be a member of any such committee whether or not a Member of the Electorate or officer of the Organization.
Section 6. Advisory Council: The Electorate may establish an Advisory Council to serve as an experienced advisory body to the Executive Committee. The size, responsibilities, and terms of members shall be determined by the Electorate. An individual or an institution may be a member of the Advisory Council whether or not a Member of the Electorate or officer of the Organization.
Article VII Standing Committees
In order to carry out and oversee COMPRES operations, two standing committees shall be established:
Section 1. Facilities Committee. A committee will be formed according to Article VI, section 4 to oversee the community facility program. This committee will evaluate the effectiveness of the service delivered by the community facilities. The committee will coordinate between facilities (such as between beamlines) so as to maximize the community’s effectiveness in using these facilities. This committee will consider the community’s needs and recommend changes in the levels of support of all possible community facilities.
Section 2. Infrastructure Development Committee. A committee will be formed according to Article VI, section 4 to review infrastructure development projects that are supported by the Organization. This committee has the responsibility to assure that these projects serve the needs of the community. The committee will recommend whether a project should continue or not, and what changes are needed to better meet the needs of the community. This committee will also evaluate proposals by the community for new development projects and make recommendations concerning funding.
Article VIII Election of Officers, Executive Committee, and Standing
Committees at the Annual Meeting
Section 1. Officers, Executive Committee, and Standing Committees: Officers, Executive Committee members, Standing Committee members, and Chairs of the Standing Committees may be elected by the Electorate at the Annual Meeting, in accordance with the procedures established in this Article.
Section 2. Nominating Committee: No less than 90 days before the Annual Meeting, the Executive Committee shall appoint a Nominating Committee, which shall prepare a slate of one or more nominees for each position to be filled. The Nominating Committee shall solicit the Members of the Electorate for the names of suggested nominees. Any candidate shall be placed on the slate by the Committee upon receipt of written nomination signed by three members of the Electorate at least 40 days before the Annual Meeting.
Section 3. Mailed notice of election and ballot: The ballot prepared by the Nominating Committee shall be included in the Notice of Meeting.
Section 4. Election: Election shall take place at the Annual Meeting. It shall include the opportunity for nominations to be made from the floor. Election shall be by written ballot, which may be cast in person by a Member of the Electorate at the meeting, or may be submitted by mail, email, or facsimile, if received by the Secretary before the meeting. Election shall be valid if ballots are received from one-half of the membership of the entire Electorate in accordance with this Article, even if a quorum is not present for the purpose of conducting other business.
Section 5. Method of Voting: In the election of officers, a valid ballot shall contain at most one vote for each office; election shall be decided in favor of the nominee receiving a plurality of votes. In the election of Executive and Standing Committee members, a valid ballot shall contain no more votes than vacancies being filled; election to each vacancy shall be determined in sequence in favor of those qualified nominees with the most votes.
Section 6. Counting of ballots: Ballots shall be counted by the Secretary and the Chair of the Nominating Committee.
Article IX Fees and Dues
Section 1. Initial Membership Fee: Each Member and Affiliate shall contribute an initial membership fee of two thousand five hundred dollars ($2,500)
Section 2. Fees and Assessments: In addition to the initial membership fee, every Member and Affiliate shall pay such fees or assessments, annual or otherwise, as may be authorized from time to time by majority vote of the entire Electorate; provided, however, that all such fees and assessments shall be levied equally on all Members and Affiliates and shall not exceed two thousand dollars ($2,000) per calendar year, or a total of ten thousand dollars ($10,000) per Member or Affiliate. A Member or Affiliate which has resigned from the Organization shall not be liable for any fees or assessments levied after the effective date of its resignation. Any Member or Affiliate which fails to pay any fees or assessments within sixty days after such fees or assessments are payable may be removed from membership or affiliation for such nonpayment by the affirmative vote of two-thirds of the members of the entire Electorate.
Article X Compensation
Section 1. Compensation: The Electorate shall have the power to fix the compensation and fees payable to officers and employees for services rendered to the Organization; provided, however, that these fees and compensation are consistent with the policies of the host Institution that oversees the employment of said person or persons, and that no Member of the Electorate shall be paid any compensation for serving as Member of the Electorate. All Members of the Electorate may be reimbursed for the actual expenses incurred in performing duties assigned to them by the Electorate.
Section 2. Dividends: The Organization shall not pay dividends or distribute any part of its income or profit to its members, Members of the Electorate or officers.
Article XI Amendments to the By-Laws
Section 1. Amendments: All By-Laws of the Organization shall be subject to amendment or repeal and new By-Laws may be made by the affirmative vote of two-thirds of the entire Electorate at any annual or special meeting, the notice or waiver of notice of which shall have specified or summarized the proposed amendment, repeal or new By-Laws.