ARST

BY-LAWS

of

ASSOCIATION FOR RHETORIC OF SCIENCE AND TECHNOLOGY

(A Pennsylvania Non-Profit Corporation)

ARTICLE I

Introductory

Section 1.01 – Name of the Corporation

The name of the Corporation shall be Association for Rhetoric of Science and Technology, a non-profit corporation under the laws of the Commonwealth of Pennsylvania.

Section 1.02 – Definition of By-laws

These by-laws constitute the code of rules adopted by Association for Rhetoric of Science and Technology for the regulation and management of its affairs.

Section 1.03 – Mission Statement and Objectives

Association for Rhetoric of Science and Technology is an organization committed to the advancement of education. It is dedicated to aiding in the educational development of researchers and teachers throughout the United States, who have an interest in the rhetoric of science and technology and also to providing a forum for researchers and teachers throughout the United States to discuss the rhetoric of science and technology.

Section 1.04 – Registered Office

The registered office shall be at 1117 Cathedral of Learning, Pittsburgh, Pennsylvania 15260 or at such other place as the Board of Directors may provide.

Section 1.05 – Other Offices

The corporation may also have an office or offices at such other place or places, within or without the Commonwealth of Pennsylvania, as the Board of Directors may from time to time designate or the business of the corporation requires.

ARTICLE II

Board of Directors

Section 2.01 – Powers

The affairs of the corporation shall be governed by the Board of Directors. New Directors will be nominated by the Board of Directors. The Board of Directors will have the following powers:

• Govern, direct and control the affairs of the corporation, including, but not limited to, its committees, meetings, events and publications;
• Determine the policies and procedures used by the corporation and any changes thereto and make such rules and regulations as they deem proper;
• Supervise the disbursement of corporate funds;
• Actively pursue the corporation’s stated specific charitable purposes, mission and objectives;
• Any other powers ascribed to the Board of Directors in other sections of these By-laws, the Articles of Incorporation or by law.

The board shall initially consist of (5) Directors. The authorized number of Directors of the corporation shall be not less than three (3) or more than seven (7). The Board may choose to change the number of sitting Directors by a two-thirds (2/3) vote, but the Board may never have less than three (3) Directors, nor more than seven (7).

Section 2.03 – Term and Office

Each Director shall serve a two (2) year term from the date of his or her election, with the exception that the original Directors shall draw lots to determine who shall serve 1 or 2-year initial terms. Two (2) original Directors shall serve 1-year initial terms, the remaining three (3) original Directors shall serve 2-year initial terms. There shall be no limit on the number of terms any individual may serve as a member of the Board of Directors. The Board may choose to change the length of terms or limit the number of terms any individual may serve as a member of the Board of Directors by a two-thirds (2/3) vote.

Section 2.04 – Nomination and Election of Directors

The Board of Directors of the corporation shall make the nomination for vacant seats on the Board of Directors.

The Board of Directors will hold an election to fill a vacant seat on the board at the Annual Meeting of the organization. Each Director shall have one (1) vote for each seat that is open. All votes must be cast and may not be cumulated. The voting rights of Directors may not be delegated to another Director nor may they be exercised by proxy or absentee ballot.

The votes will be tabulated by the Secretary, and presented to the Board of Directors. The candidate receiving the highest number of votes shall be declared elected to the Board of Directors. Where the Board is voting for more than one Director, the nominees receiving the highest number of votes shall be declared elected to the Board of Directors. The Secretary shall resolve any ties by a run-off second election, to be determined in accordance with the same procedure as set forth above.

Section 2.05 – Removal or Resignation of Directors

Any Director may be removed without cause by a two-thirds (2/3) vote of the Directors at any regular or special meeting of the Board of Directors.

Any Director may resign at any time by giving notice, in writing, to the Board of Directors. Any such resignation shall take effect as of the receipt of such notice or at a later time specified therein. The acceptance of such resignation shall not be necessary for it to be effective.

Section 2.06 – Vacancies

When a vacancy occurs on the Board of Directors, the remaining Directors shall appoint a replacement for the balance of the vacated term. The appointed Director’s term shall begin upon approval by the Board and expire on its normal expiration date.

Section 2.07 – Meetings of the Board of Directors, Annual Meeting and Quorum

A regular meeting of the Board of Directors shall be held quarterly. Notice and agenda shall be given to each Board Member not less than ten (10) days before the meeting is held. Special meetings may be called by the President or at the request of the majority of the Board Members. A special meeting may be called with 72 hours notice. A majority of the Board Members must be present at any meeting to constitute a quorum. An Annual Meeting will be held during the first quarter of each year at a time to be determined by the Board of Directors. During the Annual Meeting the Board will elect Officers, fill vacancies on the Board of Directors and carry out any other business proscribed by these By-laws to be carried out at the Annual Meeting.

Section 2.08 – Telephone Participation

One or more Directors may participate in any meeting by means of telephone or video hook-up that allows all Directors to hear and speak to one another. Such participation shall constitute presence in person at the meeting.

Section 2.09 – Forfeiture of Office Due to Absence

An elected Director who is absent for two (2) consecutive regular meetings during a single administrative year will be subject to review by the Board of Directors to determine if the seat should be vacated. If the seat is vacated it shall be filled as provided in Section 2.06 above. The Board shall consider each absence as a separate circumstance and may waive the absence by a majority vote of the Board.

Section 2.10 – Insurance Against Liability Asserted Against Directors, Officers and Authorized Representatives

The corporation, whenever so authorized by the Board of Directors, may purchase and maintain insurance on behalf of any authorized representative (which, for the purposes of this Article shall mean a Director, officer, employee or agent of the corporation, or a person who is serving at the request of the corporation as a Director, officer, employee or agent of another corporation, person, partnership, joint venture, trust or other enterprise) against any liability asserted against him or her incurred by him or her in such capacity, or arising out of her status as such, whether or not the corporation would be authorized or required to indemnify him or her by law or this Article.

Section 2.11 – Compensation and Reimbursement

Directors will receive no compensation for their services, but may receive such reimbursement of expenses as may be determined by Board resolution to be just and reasonable at the time the resolution is adopted.

ARTICLE III

Officers

Section 3.01 – Appointment and Term of Office

The elected officers of the corporation shall be President, First Vice President, Second Vice President, Secretary and Treasurer. The elected officers of the corporation shall be chosen from the Board of Directors and serve a term of one (1) year. All officers are elected by the Board of Directors and serve until their successor has been duly elected and assumes office. There shall be no limit to the number of terms any Director may serve as an Officer of the organization.

Section 3.02 – Nomination and Election of Officers

The initial election of officers shall be held under the direction of the President at the first regular meeting in accordance with policies and procedures established by the Board of Directors. All Directors may cast one (1) vote. Two-thirds (2/3) of the Board must vote for the election to be valid. Officers are elected by a majority of the votes of the Directors. Drawing lots will resolve tie votes that cannot be broken through additional ballots. Thereafter, Officers will be installed at the Annual Meeting.

Section 3.03 – Duties of the President

The President shall be the Chief Executive Officer of the corporation and shall have the following duties:

• Serve as the Chair of the Board of Directors and call and preside at all meetings of the Board and of the corporation;
• Act as coordinator to establish the By-laws, Business Plan and operational procedures for the corporation;
• Ensure that all administrative processes are in place to carry out the corporation’s purpose;
• Construct formal statements and responses regarding matters of importance to the corporation;
• Appoint committee chairperson(s) for projects authorized by the Board of Directors;
• Perform duties as prescribed by the Board of Directors.

The Vice President of the corporation shall serve under the general direction of the President and have the following duties:

• Serve as President in the event the President is absent, disabled, or unable to serve;
• Work with the committee chairperson(s) appointed by the President to organize those committees and encourage participation from the Board of Directors;
• Establish a committee reporting format, frequencies and key milestones with the committee chairperson(s);
• Plan the annual preconference for the subsequent year;
• Perform duties prescribed by the President or Board of Directors.

The duties of the Second Vice President of the corporation shall be:

• Commence planning of annual preconference to be held in two years;
• Assist with conference panel programming for upcoming year;
• Oversee content generation for Association for Rhetoric of Science and Technology website;
• Perform duties prescribed by the President and Board of Directors.

The duties of the Secretary of the corporation shall be:

• Record or arrange for the recording of proceedings of meetings of the Board of Directors and any Committees;
• Work with the Board of Directors and Officers to ensure that accurate records of significant events are kept;
• Work with the President to ensure that all meetings have an established agenda and ensure that Directors have been notified of meetings and have the agenda in time to prepare for the meeting;
• Perform duties as prescribed by the President or Board of Directors.

The duties of the Treasurer of the corporation shall be:

(a) Direct the establishment of proper accounting procedures for corporate funds;

• Ensure that all corporate funds are properly managed;
• Advise the Board of Directors regarding the finances of the corporation;
• Report on the financial condition of the corporation at all meetings of the Board of Directors and other times when called upon by the President;
• Oversee performance of annual audits;
• Prepare an annual financial report that will be presented to the Board of Directors;
• Perform duties as prescribed by the President or Board of Directors.

Any Officer may be removed without cause by a two-thirds (2/3) vote of the Directors at any regular or special meeting of the Board of Directors.

Any Officer may resign at any time by giving notice to the Board of Directors. Any such resignation shall take effect as of the receipt of such notice or at a later time specified therein. The acceptance of such resignation shall not be necessary for it to be effective.

Section 3.09 – Vacancies

All vacated offices shall be filled from current Directors.

If the President vacates office, the Vice President shall preside over a special election for the new President by the Board unless the vacancy occurs after the election of the following year’s Officers. In that instance, the President-elect will assume office for the remainder of the term.

All other vacated seats shall be filled by appointment by the President, subject to ratification by vote of the Board of Directors. If the vacancy occurs after the election of new officers, the newly elected officer shall be appointed for the remainder of the term.

ARTICLE IV

Committees of the Board of Directors

Section 4.01 – Formation of Committees

The Board of Directors may from time to time, to the extent permitted by law, the Articles of Incorporation and these By-laws, delegate any of its powers to committees, subject to such limitations as the Board of Directors may impose. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted in as nearly as possible the same manner as is provided by these By-laws for the Directors. The Board of Directors shall have the power to fill vacancies in, change the membership of, or disband any such committee.

Section 4.02 – Committee Meetings and Quorum

Regular meetings of any committees within the corporation, except for meetings of the Board of Director as governed by Section 2.06, shall be held at the discretion of the committee’s Chairperson. Notice and agenda shall be given to each member of such committee or office not less than ten (10) days before the meeting is held. Special meetings may be called by the presiding officer of such committee or office, or by a majority of the members of such committee or office. A special meeting may be called with 72 hours notice. A majority of the members that comprise such committee or office must be present at any such meeting to constitute a quorum.

Section 4.03 – Committee Reports

Actions taken at a committee meeting shall be reported to the Board of Directors at their next meeting following the committee meeting, except that when a Board of Directors meeting is held within two days after a committee meeting, the report, if not made at the first Board of Directors meeting, shall be made at the second Board of Directors meeting following the committee meeting. All committee reports shall be in the form of the written minutes of the committee meeting or a copy of the unanimous consent of the committee members, and shall be maintained either in the minute books of the Board of Directors or in a separate minute book of the committee that shall be available to each member of the Board of Directors upon request.

ARTICLE V

Contracts, Checks, Deposits and Funds

Section 5.01 – Contracts

The President of the Board of Directors shall be authorized to enter into any contract, or execute and deliver any instrument in the name of and on behalf of the corporation.

Section 5.02 – Checks, Drafts, Etc.

All checks, drafts, orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by either the President, First Vice President, Second Vice President or Secretary of the Board of Directors and shall be co-signed by the Treasurer.

Section 5.03 Deposits

Funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

Section 5.04 – Gifts

The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

ARTICLE VI

Limitations

Section 6.01 – Governing Law

Under any and all circumstances, the laws of the State of Pennsylvania apply and shall be adhered to in the carrying out of the business of Association for Rhetoric of Science and Technology and in any future modifications or revisions of these By-laws.

Section 6.02 - Acts Not Permitted

Notwithstanding any other provisions of these By-laws, the corporation shall not carry on any activities not permitted to be carried on by (a) a corporation 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 laws) or (b) by a corporation contribution to which is deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Laws).

Section 6.03 - Private Inurement

No part of the net earnings or assets of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.

Section 6.04 - Political Influence

No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in, (including the publishing or distributions of statements) any political campaign on behalf of any candidate for public office.

ARTICLE VII

Indemnification

Section 7.01 – Indemnification

This corporation may, by resolution of the Board of Directors, provide for indemnification by the corporation of any and all of its directors and officers or former directors and officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties or a party by reason of having been directors or officers of the corporation, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. The corporation may purchase insurance for such indemnification. Indemnification will not be offered when such director or officer breaches his or her fiduciary duty or acts in bad faith.

ARTICLE VIII

Dissolution

Section 8.01 - Dissolution

Upon the dissolution of the organization, assets shall be distributed, at the discretion of the Board of Directors, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code, or shall be distributed to the federal government, or to state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.

ARTICLE IX

Miscellaneous

Section 9.01 – Rules of Order

The rules contained in the latest edition of Robert’s Rules of Order shall govern the conduct of meetings of the corporation in cases where applicable and where consistent with these By-laws.

Section 9.02 – Books, Records, Form of Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors. Any records maintained by the corporation in the regular course of its business, including its books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into a clearly legible form within a reasonable time. The corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 9.03 – Fiscal Year

The fiscal year of the corporation shall be the twelve (12) month period ending on the last day of December.

Section 9.04 – Waiver of Notice

Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation or the By-laws, 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.

Section 9.05 – Amendments to By-laws

These By-laws may be altered, amended or repealed and new By-laws may be adopted by a two-thirds (2/3) majority of the Board of Directors present at any regular meeting or at any special meeting so long as notice of the proposed change is given to the Board of Directors in the notice of such regular or special meetings.

Section 9.06 – Force Majeure

The parties understand that performance by the corporation or any individual acting in any capacity for the corporation, may be interrupted or delayed by an occurrence outside of his or her control, including but not limited to the following: an act of God, war, riot, sovereign conduct, or conduct of third parties. If that should occur, the corporation or any individual acting in any capacity for the corporation shall be excused from performance for as long as it is reasonably necessary to complete performance. In case of any dispute as to the reasonableness of a resulting delay in performance, the parties shall submit the matter to the Board of Directors pursuant to the process detailed in Section 3.10.

Section 9.07 – Emergency By-laws

The following provisions shall govern and shall supersede any other provisions in these By-laws in the event of an emergency.

In the event of a corporate emergency which would undermine the corporation’s existence, the senior officer of the corporation who first becomes privy to such information that would necessitate the calling of such emergency meeting, shall call an initial emergency meeting of the Board of Directors to be held as soon as practicable after the commencement of the emergency. The officer shall use his or her best efforts to notify each Director and officer of the time and location of the meeting, but no action taken at the meeting or during the emergency shall be invalidated by reason of the fact that any Director or officer could not be notified of the time and location of the meeting.

Actions to be taken at the initial emergency meeting shall require the affirmative vote of a majority of the Directors participating at the meeting. No quorum requirement shall apply with respect to the meeting.

The procedures to be developed at the initial emergency meeting shall, to the maximum extent feasible under the circumstances, be consistent with the provisions of these By-laws that apply in the absence of any emergency. However, any procedure used to deal with the circumstances that necessitated the corporate emergency shall be valid unless it bears no reasonable relationship to the circumstances.

These By-laws were adopted as the official code of rules of Association for Rhetoric of Science and Technology, a Pennsylvania Non-Profit Corporation, by the corporation’s Board of Directors on the _____ day of _________________ in the year _________ and amended to reflect necessary format corrections on the _____ day of _________________ in the year _________.

President of the Board of Directors

CONFLICT OF INTERESTS POLICY

ASSOCIATION FOR RHETORIC OF SCIENCE AND TECHNOLOGY

• Purpose. The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
• Definitions. The following definitions shall apply for the purposes of the Corporation’s Conflict of Interest Policy:
• Interested Person. Any director, principal officer, or member of a committee with powers delegated by the Board of Directors, who has a direct or indirect financial interest, as defined below, is an interested person.
• Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
• An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
• A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
• Compensation. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
• Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board of Directors delegated powers considering the proposed transaction or arrangement.
• Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall recuse himself or herself from the Board of Directors meeting or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board of Directors or committee members shall decide if a conflict of interest exists.
• Procedures for Addressing a Conflict of Interest.
• An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he/she shall recuse himself/herself from the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
• The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
• After exercising due diligence, the Board of Directors or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
• If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
• Violations
• If the Board of Directors or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
• If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
• Records of Proceedings. The minutes of the Board of Directors meetings and all meetings of committees with Board of Directors delegated powers shall contain:
• The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors' or committee's decision as to whether a conflict of interest in fact existed.
• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
• Compensation.
• A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Corporation for services, is precluded from voting on matters pertaining to that member's compensation.
• A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services, is precluded from voting on matters pertaining to that member's compensation.
• No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
• Annual Statements. Each director, principal officer and member of a committee with Board of Directors delegated powers shall annually sign a statement which affirms such person has received a copy of the conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

The ____________ day of ________________________ 20_______.

________________________________________________________

Secretary, Association for Rhetoric of Science and Technology Institute

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