Article I ‑‑ Name. The name of this Society shall be Society of Wood Science and Technology, Incorporated.
Article II ‑‑ Purpose and Objectives. The purpose of this Society is:
The assets of this Society will be dedicated to the pursuit of science and will, under dissolution of the Society, be distributed to one or more scientific organizations dedicated to scientific purposes that are organized under section 501(c)(3) of the Internal Revenue Code.
Article III ‑‑ Membership
Section 1. Membership shall consist of Professional Members and Student Members.
Section 2. Only Professional Members shall be eligible to vote and hold elective office.
Section 3. A Professional Member shall:
Section 4. A Student Member shall be an undergraduate or graduate student in a qualified college, university, or scientific school as specified in the Bylaws.
Section 5. Dues shall be assessed annually as prescribed by the Bylaws
Article IV – – – Meetings of Members
Section 1. Annual Meeting of Members. The Society shall hold an Annual Meeting of Members at a time and place to be fixed by the President.
Section 2. Special Meetings. Special meetings of Members may be held at the call or the request of the President, a majority of the Board, or the request of at least 10% of the Members.
Section 3. Attendance and Voting. Attendance at the Annual Meeting of Members and any Special Meeting of Members is open to all Members. Each Member has one vote on any matter submitted to the Members. For the purpose of this section, a person shall be deemed to have become a member on the date the Society receives his or her dues. Voting will be conducted electronically or from time to time by other means as determined by the Board. All matters submitted to the Members are determined by a majority vote of those voting.
Section 4. Action by Written Ballot.
(a) Any action that may be taken at an Annual, regular or Special Meeting of Members may be taken without a meeting if the Society delivers a written ballot to every member entitled to vote on the matter. “Written ballot” includes a ballot transmitted or received by electronic means. A written ballot shall set forth each proposed action and provide opportunity to vote for or against each proposed action.
(b) Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(c) A solicitation for votes by written ballot shall include all of the following: (i) the number of responses needed to meet the quorum requirements; (ii) the percentage of approvals necessary to approve each matter other than election of directors; and (iii) the time by which a ballot must be received by the corporation in order to be counted.
(d) The written ballot shall be sent to all voting Members at least 30 days prior to the Annual Meeting. Balloting will be closed 30 days after ballots are emailed. The nominee for each office receiving a plurality of votes cast for the office shall be elected. In the event of a tie in any office, the Board will resolve the tie by a majority vote.
Section 5. Quorum. Except as otherwise provided in this Constitution or the Bylaws, voting by ten (10%) percent of the total Membership constitutes a quorum for any matter submitted to the Membership for a vote.
Section 6. Proxies. Members may not vote by proxy.
Section 7. Conduct of Meetings. The President shall preside over all meetings of the Members. The Secretary shall keep the minutes of the meeting and record in an electronic minute book all resolutions adopted at the meeting as well as recording all transactions occurring at the meeting.
Section 8. Written Consent: Action without a Meeting. In accordance with §181.0704, Wis. Stats., any action required or permitted to be approved by the Members, may be taken without a meeting if a consent in writing setting forth the action to be taken, shall be signed by Members holding at least two-thirds (2/3) of the voting power of the Society. Any such consent signed by two-thirds (2/3) of the members has the same effect as a two-thirds (2/3) vote and may be stated as such in any document filed with the Department of Financial Institutions. For purposes of this section, pursuant to § 181.0821(1r) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means and “signed” includes manual signatures as well as electronic processes associated with a writing and executed or adopted by a person with intent to authenticate a writing, such as an affirmative reply in an email, as defined in §181.0103 (10p) of the Wisconsin Statutes, as amended from time to time.
Section 9. Notice of Meetings.
(a) Notice shall be provided to each Member regarding each Annual and each special meeting, stating the time and place of the meeting, and in the case of a special meeting, the purposes of the special meeting.
(b) Notice of a member meeting shall be given not fewer than ten (10) days, and not more than forty-five (45) days, before the date scheduled for the meeting referred to in the notice. Notice may be given by E-mail.
(c) Whenever any notice is required to be given under the provisions of Wisconsin nonstock corporation law or under the provisions of the Articles of Incorporation or the Bylaws of this Society, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article V – – – Board of Directors
Section 1. General Powers. The management, control and operation of the affairs and properties of the Society are vested in the board of directors of the Society (the “Board” or the “Executive Board”). The Board is responsible for planning, coordinating, communicating and managing all Society activities, including decisions related to maintaining the normal business operations of the organization and proposing, adopting, and managing the budget of the Society. The Board is empowered to promote the objectives of the Society by receiving and administering grants and cooperating with other organizations, agencies, and individuals and to act on all other matters for which specific provision is not made in the constitution and bylaws.
Section 2. Composition of the Board.
Section 3. Nominations and Election of Directors. Consistent with the composition requirements of Section 5.2, the slate of At-Large Director candidates for election will be established by the Nominating Committee, or the Board if a Nominating Committee does not exist. The Nominating Committee shall consist of three (3) Members who are not Directors or Officers. Nominations may also be made by petition signed by at least ten (10) voting Members. At least two Members shall be placed in nomination for each office to be filled by the election. The slate shall be presented to the Members and the Members shall elect the At-Large Directors from this slate of nominees. Each voting Member shall vote for the number of Directors to be elected from the slate. Election will be conducted by written ballot, consistent with Article 4.4. Elected Directors shall assume the duties of their office at the close of business of the annual meeting following their election, unless otherwise determined by the Board.
Section 4. Term. Each At-Large Director shall serve a term of two (2) years or until such Director’s successor is elected and assumes her or his position. The terms of the Directors shall be staggered so that the terms of future directors expire in different years. No Director may serve for more than three (3) consecutive full terms. After an absence of one (1) year from the Board, an individual shall become eligible again for election to the Board. Partial terms do not count as a full term.
Section 5. Resignation/Removal/Vacancy. A resignation by a Director must be in writing and is effective when received by the President or Secretary. A Director may be removed by the Members upon the approval of at least fifty percent (50%) of all voting Members in the Society. When vacancies on the Board occur by reason of death, resignation, failure of qualification, or otherwise, a replacement Director shall be named by the Board until the next scheduled election or, if no replacement is named, the number of Directors shall be reduced by such vacancies until qualified replacements are appointed. At no time will the number of Directors be fewer than three (3).
Section 6. Annual Meeting. The annual meeting of Board shall be held following the Annual Meeting of Members, on such day and at such place and time as determined by the President (the “Annual Meeting”). The purpose of the Annual Meeting is to establish the budget and priorities for the year, and to transact such other business as may come before the meeting.
Section 7. Regular and Special Meetings. Regular meetings of the Board shall be held at such times as the Board may designate, at such place as the Board may designate. Special meetings of the Board may be called by the President or by three (3) or more Directors at such time and place as the President or Directors calling the meeting may specify and in accordance with the notice requirements of this Article 5.
Section 8. Quorum. To establish a quorum of the Board, a simple majority of all the Directors must be present, provided that for those actions of the Board requiring more than a majority vote as provided in the Bylaws, the number of Directors required to take that action must be present at the meeting in order to have a quorum.
Section 9. Manner of Acting. Except where otherwise provided by law or in these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the duly authorized act of the Board.
Section 10. Written Consent: Action without a Meeting. In accordance with Section 181.0821, Wis. Stats., any action that would be taken at a meeting of the Board, except for action relating to amending the Constitution or dissolving the Society, may be taken without a meeting if a consent in writing setting forth the action to be taken, is signed by two-thirds (2/3) of all of the Directors, provided all Directors receive notice of the text of the written consent and of its effective date and time. Any such consent signed by two-thirds (2/3) of all of the Directors has the same effect as a two-thirds (2/3) vote taken at a duly convened meeting of the Board at which a quorum is present and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions. For purposes of this section, pursuant to Section 181.0821(1r), Wis. Stats., “in writing” includes a communication that is transmitted or received by electronic means, including electronic mail (“email”), and “signed” includes manual signatures as well as electronic processes associated with a writing and executed or adopted by a person with intent to authenticate a writing, such as an affirmative reply in an email, as defined in Section 181.0103(10p), Wis. Stats., as amended from time to time.
Section 11. Compensation. Directors will not be paid compensation for their services as Directors, provided that nothing in these Bylaws will be construed to prohibit payment of compensation to an individual who serves as a Director for services rendered to the Society in another capacity or reimbursement of expenses related to undertaking the Society’s business.
Section 12. Meetings by Electronic Means of Communication. The Board or any committee of the Board may conduct any regular or special meeting by use of any electronic means of communication provided: (1) all participating Directors may simultaneously hear or read each other’s communications during the meeting or (2) all communication during the meeting is immediately transmitted to each participating Director and each participating Director is able immediately to send messages to all other participating Directors. Before the commencement of any business at a meeting at which any Directors do not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws.
Section 13. Notice. Notice of meetings may be given by email. Notice need not be given of regular meetings of the Board, except a regular meeting at which the amendment or repeal of the Bylaws or the adoption of new Bylaws or the removal of a Director is to be considered requires seven (7) days advance written notice. Special meetings must be preceded by at least forty-eight (48) hours notice to each Director.
Section 14. Director Conflict of Interest. The Board shall comply with the Conflict of Interest Policy that is attached as Exhibit A, as amended from time to time.
Article VI ‑‑ Officers
Section 1. Officers. The officers of the Society shall be a President, President-Elect, Vice-President, and Secretary-Treasurer. No individual may hold two offices simultaneously.
Section 2. Election/Appointment. The Nominating Committee shall establish the slate of candidates for Vice-President, consistent with Article 5.3. At least two Members shall be placed in nomination for each office to be filled by the election. The slate shall be presented to the Members and the Members shall elect the Officers from this slate of nominees. Each Member shall vote for the number of Officers to be elected from the slate. The nominees with the greatest number of votes are elected. The Vice-President shall be elected by the voting Members prior to the Annual Meeting of the Members, typically in [month], unless otherwise determined by the Board. The Secretary-Treasurer shall be appointed by the Board.
Section 3. Term of Office and Removal. The Officers shall serve one (1) year terms. Officers shall serve until their successors are elected or appointed. After an absence of one (1) year from the Board, an individual shall become eligible again for election as an officer. An Officer may be removed by the Members upon the approval of at least fifty percent (50%) of all voting Members in the Society.
Section 4. President. The President shall preside at all meetings of the Board, be an ex-officio member of all committees, represent the views of the Society to public and private funding sources, and perform such other duties that are ordinarily the function of the office or that are assigned by the Board from time to time, consistent with the corporate policies. The President shall supervise the operations of the Board, and shall guide the officers and committee chairpersons in the performance of their duties. Following his or her term, the President shall automatically succeed to the office of immediate past President.
Section 5. President-Elect. The President-Elect will have such duties as determined from time to time by the Board of Directors. The President-Elect will discharge the duties of the President in the event of his or her absence or inability to act, in order of rank. The President-Elect will assist the President in the performance of his or her duties as the President directs, including coordinating monthly Board meetings and annual elections. Following his or her term, the President-Elect shall automatically succeed to the office of President.
Section 6. Vice-President. The Vice-President will have such duties as determined from time to time by the Board of Directors. The Vice-President will discharge the duties of the President-Elect in the event of his or her absence or inability to act, in order of rank. Following his or her term, the Vice-President shall automatically succeed to the office of President-Elect.
Section 7. Secretary-Treasurer. The Secretary-Treasurer shall sign documents of the Society from time to time as required and shall see that minutes of the meetings of the Board are taken and maintained; see that notices are duly given in accordance with the provisions of these Bylaws or as required by law and be custodian of the corporate records. The Secretary-Treasurer shall see that an adequate and accurate accounting system is maintained and that financial reports are presented to the Board and is empowered to collect dues as specified in the Bylaws. The Secretary-Treasurer shall advise the Board on the handling of the Society’s monies and investments. The Secretary-Treasurer shall perform such other duties as may be assigned by the Board or the President.
Article VII – Executive Director
The Society is authorized to employ an Executive Director, who shall serve at the pleasure of the Board at compensation prescribed by the Board. The Executive Director shall have authority, subject to such rules as may be prescribed by the Board and consistent with the Society’s personnel policies, to appoint and terminate such agents and employees of the Society as he or she shall deem necessary, to prescribe their powers, duties, and compensation, and to delegate authority to them. In general, the Executive Director shall have authority to execute and sign documents on behalf of the Society as an agent of the Society as set forth in Board policies. The Executive Director shall receive notice of and attend all meetings of the Board except during those parts of meetings when the subject is the Executive Director or any issue related to the Executive Director’s employment. The Executive Director may participate in all discussions but shall have no vote.
Article VIII – Committees of the Board of Directors
The Board may appoint such committees as it desires. If an Executive Committee is formed, it shall consist of the four (4) Officer Directors. The Executive Committee shall have and may exercise, when the Board is not in session and without specific designation, all of the powers of the Board in the management of the affairs of Society, except action with respect to election of officers or the filling of vacancies on the Board or on committees.
Any other committee shall include at least one Director and as many non-Director Members as the Board desires. Any committee that does not consist entirely of Directors shall have only the authority delegated to it by the Board. Such committees shall be representative of the international membership of the Society.
Article IX – Operations
Section 1. Contracts. The President and Executive Director may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, consistent with Board policies. The Board may authorize any other officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed as set forth in Board policies.
Section 3. Deposits. All funds of the Society shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositaries, consistent with Board policies.
Section 4. Gifts. The Board may accept on behalf of the Society any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Society.
Section 5. Books and Accounts. The Society shall keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board and its committees. In addition, the Society shall cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.
Section 6. Nondiscrimination Policy. The Society does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations
Article X – Indemnification, Limited Liability and Insurance
Section 1. Indemnification. The Society shall, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify each Director and officer of the Society against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he or she was a party because he or she was a Director or officer of the Society. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. The Society shall indemnify any employee who is not a Director or officer of the Society, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the Society. The Society may, to the fullest extent authorized by Chapter 181, Wis. Stats., indemnify, reimburse, or advance expenses of Directors, officers, or employees.
Section 2. Limited Liability of Directors, Officers. To the fullest extent authorized by Chapter 181, Wis. Stats., and except as provided in Subsections (2) and (3) of Wisconsin Statutes Section 181.0855, a Director or officer is not liable to the Society, its members or creditors, or any person asserting rights on behalf of the Society, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a Director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:
Section 3. Limited Liability of Volunteers. To the fullest extent authorized by Chapter 181, Wis. Stats., and except as provided in Section 181.0670(3), Wis. Stats., a volunteer (as defined in Section 181.0670, Wis. Stats.) is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:
(a) A violation of criminal law, unless the volunteer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;
Section 4. Purchase of Insurance. The Society may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Society, to the extent that such director or officer is insurable and such insurance coverage can be secured by the Society at rates and in amounts and subject to such terms and conditions as shall be determined in good faith to be reasonable and appropriate by the Board of Directors of the Society, and whose determination shall be conclusive, against liability asserted against or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Society would have the power to indemnify him or her against such liability under the provisions of this Article X.
Article XI – Amendments
Section 1. Proposed amendments to the Constitution may be submitted to the Board by petition of at least 10 percent of the voting Members or they may be initiated by the Board.
Section 2. The Board shall distribute the proposed constitutional amendment among the Members at least 30 days prior to the beginning of an Annual Meeting, at which the proposal shall be approved, modified, or disapproved.
Section 3. The amendment as approved at the meeting shall be submitted to the voting Members for ballot within 30 days after the meeting and shall be adopted if approved by a majority of Members voting within 30 days.
Article XII ‑‑ Bylaws
Section 1. The Society shall adopt bylaws to ensure the orderly conduct of business.
Section 2. Amendments to the bylaws may be proposed by any Director or Member.
Section 3. Amendments to the bylaws may be ratified by either (1) a majority of voting Members at an Annual Meeting or by written ballot, or (2) by a majority of Directors.
Article XIII ‑‑ Fiscal Year and Financial Records
Section 1. The fiscal year shall begin on January 1 and end on December 31.
Section 2. The financial records of the Secretary-Treasurer shall be audited by a committee appointed by the President prior to each Annual Meeting and a summary statement thereof shall be submitted to the membership.
Article XIV ‑‑ Adoption of the Constitution
The constitution of January 1, 1960, was ratified by a majority of the voting members.
The amendments to Article II and XI were ratified on August 16, 1962.
The amendments to Article I were ratified on August 16, 1962.
The addition of Article XII was ratified on October 2, 1967.
The amendments to Article III were ratified on August 31, 1970.
The changes in the Bylaws were ratified on July 11, 1976.
The amendments to Article II were ratified on October 27, 1977.
The changes to the Bylaws were ratified on July 8, 1979.
The amendments to Article II and changes to the Bylaws were ratified on June 20, 1982.
The changes to the Bylaws were ratified on June 15, 1984.
The amendments to Article VI were ratified on June 23, 1991.
The amendment to Article III and changes to the Bylaws were ratified on June 21, 1992.
The changes to the Bylaws were ratified on June 20, 1993.
The amendment to Article III and changes to the Bylaws were ratified on June 23, 1996.
The amendments to Article VI were ratified on June 21, 1998.
The amendments to Article III were ratified on June 24, 2001.
The amendments to Article VI were ratified on June 27, 2004.
The amendments to Article II were ratified on May 8, 2007.
The amendments to Article III were ratified on June 24, 2009
The amendments to Article III, IV, and VIII were ratified on August 31, 2014
The amendments to the Constitution were ratified on June 15, 2017
Article XV ‑‑ Chapters
Section 1. The establishment of local chapters of the Society is encouraged in order to assist the parent organization to further the purpose and objectives embodied in Article II.
Section 2. Any group of fully accredited members can form a chapter of the Society upon approval of the Executive Board.
Section 3. A chair, elected for 1 year, shall head each chapter. Other officers may be elected if the chapter members so desire.
Section 4. Chapters shall not make statements of policy. This right is reserved for the parent organization. They shall, however, be empowered to recommend policy to the Executive Board.
II. Requirements for Professional Membership
The basic requirement for professional membership is competence in the field of wood science and technology as defined below. An applicant for professional membership should possess a substantial understanding of wood as a material within the following framework:
The biological origin and nature of wood, including macroscopic, microscopic, and submicroscopic anatomy, and relationships between wood and associated micro‑organisms; the chemical nature of wood and its components, including cellulose, lignin, and hemicelluloses, and extractive materials; the physical nature of wood, including wood‑liquid relationships and the behavior of wood in response to variations in its physical environment; the mechanical nature of wood and its behavior under stress.
General requirements for professional membership are specified in Article III of the Constitution.
Professional members must hold a degree from a qualified institution. Qualified institutions are accredited by a regional U.S. higher education accreditation association. Qualified foreign institutions shall be judged by the membership committee to be of equivalent scope and quality. A degree program, or the equivalent, shall be two years or more in duration.
Specific requirements for membership may be met in the following alternative ways:
A. Qualification for professional membership through formal education.
a. Required background courses (basic sciences) are:
b. Requirements in Wood Science are as follows
(1) A minimum background in Wood Science, including:
(2) A meaningful program of study involving at least two or more of the following areas of concentration or specialization:
B. Qualification for professional membership through substitution for deficiencies in formal courses.
Graduates of qualified colleges or universities whose formal education does not include all of the areas specified under II.A above may receive credit applicable to professional membership eligibility as follows:
C. An applicant also may qualify for professional membership provided both of the following requirements are satisfied:
III. Requirements of International Emerging Country Membership
A member shall be from a “qualifying” country as recognized by SWST. Member should have the same requirements for membership as listed in Article II above. Note: Emerging Country Memberships include electronic access to publications only. No hard copies.
IV. Requirements for student membership
A student member shall be an undergraduate or graduate student currently enrolled in a qualified college, university, or scientific school.
V. Change of membership status
VI. Standing committees
Committees will be appointed by the Executive Board and are listed in the Committee Handbook.
VII. Dues
Dues shall be set yearly by the Executive Board.
Dues shall be payable upon renewal date as furnished from website data system. Individuals who have been dropped because of nonpayment of dues may be reinstated upon payment of current dues.
Student members who qualify for voting membership during the calendar year may advance to the membership grade without additional dues for the remainder of the year. Members of any grade joining the Society during the calendar year will pay full dues for the year in which they join.
VIII. Chapters
A. In the formation of a chapter, the membership of the potential chapter shall petition the Executive Board through the executive director. The petition shall state the name, geographic area, and approximate membership of the proposed chapter.
B. Meetings
C. Student members are expected to participate in the activities of the chapter.
D. The chapters are encouraged to interest the local public and prospective college students in the affairs of the Society of Wood Science and Technology.
E. No dues are to be collected by the chapters.
IX. Publications
A. Wood and Fiber Science and BioProducts Business are recognized as the official publications of the Society.
B. The initial term for the position of editor for Wood and Fiber Science and editor of BioProducts Business began January 1, 2017 and is a 3-year term. A solicitation goes out to members for the position. A current editor can also submit a request to renew their position. These two editors shall serve Directors of the Society.
C. Responsibility:
D. Digital Communications Coordinator – This position is suitable for a graduate student enrolled in wood-related degree programs, with a special interest in the digital world and communication. The Coordinator is responsible for implementing a communication campaign and disseminating information on the activities of the SWST via social media. The initial term for the position of Digital Communications Coordinator began January 1, 2017 and is a 3-year term. A solicitation goes out to members for the position. A current coordinator can also submit a request to renew their position.
Revised in 1962, 1964, June and July 1965, 1966, 1967, 1970, 1977, 1982, 1986, 1991, 1993, 1994, 1996, 2001, 2009, 2014, 2017, 2020.