Scientists Center For Animal Welfare

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(Last amended by Board of Trustees, December 8, 2002)

Constitution

ARTICLE I - Name

SECTION 1. This organization shall be known as the Scientists Center for Animal Welfare. Its acronym shall be SCAW.

ARTICLE II - Incorporation

SECTION 1. The Scientists Center for Animal Welfare shall be incorporated under the laws of the District of Columbia as a non-profit educational organization.

SECTION 2. The term for which it is organized shall be perpetual; however in the event of dissolution of the corporation, its property shall be distributed for educational purposes to other non-profit educational organizations with goals and objectives similar to those of the Center.

ARTICLE III - Purpose

The Scientists Center for Animal Welfare is dedicated to the belief that high standards of animal welfare complement the quality of scientific results. Our goal is to promote the best practices for animals used in research, testing and education by encouraging the exchange of information about animal well-being --information based on scientific data and observation.

This purpose will be accomplished by the following:

SECTION 1. This organization shall be a non-profit educational association of persons and institutions who study, or are concerned about their responsibilities to, laboratory and all other animals.

SECTION 2. The Center will engage in scientific and ethical analysis of issues pertaining to animal welfare and will make known the results of such analyses to the public through publications or open conferences.

SECTION 3. The Center will develop and distribute educational materials to foster the application of scientific knowledge to animal welfare.

SECTION 4. The Center will study the implications of scientific, social, agricultural, commercial, or ethical developments that may enlarge or narrow legitimate limits of human interaction with other animal species.

SECTION 5. The Center will initiate programs to raise the knowledge and awareness of scientists and the general public about ethical issues regarding animals.

SECTION 6. The Center will cooperate with other organizations in achieving shared goals.

SECTION 7. The Center upon request will provide to local state and federal authority information relevant to their decisions and policies regarding animal care and use.

SECTION 8. The Center shall promote the best practices the evolving science of animal welfare by supporting such projects, efforts, or programs, as the Board of Trustees shall approve.

ARTICLE IV - Membership

SECTION 1. Membership in the Scientists Center for Animal Welfare shall be open to persons and institutions professionally concerned with the study of, interested in, or having responsibilities for laboratory, agricultural, wildlife, and/or other animals.

ARTICLE V - Officers

SECTION 1. The officers of the Center shall be a President, Vice President, Past President, Secretary and Treasurer and such other officers as the By-Laws may from time to time specify.

ARTICLE IV - Board of Trustees

SECTION 1. The Board of Trustees shall be the governing body of the Center. It shall conduct all business of the Center except as otherwise provided by the Constitution and By-Laws.

ARTICLE VII - Executive Committee

SECTION 1. The Executive Committee shall be the Centers officer’s as described in Article 5 section 1. The Executive Committee may act on and implement all activities requiring Board action, except for those activities reserved to the full Board, and subject to ratification by the Board. Except those reserved to the full Board, the Executive Committee shall perform the duties prescribed in the By-Laws.

ARTICLE VIII - Amendments

SECTION 1. This Constitution may be amended by a two-thirds affirmative vote of the Board of Trustees.

SECTION 2. The proceedings of the Board are regulated by the Constitution. When a particular question in the proceedings is not covered by the Constitution, then Robert's Rules of Order (revised 1990) shall govern. These rules may be suspended at any time by majority vote at meetings.

Bylaws

 ARTICLE I - Membership

SECTION 1. The membership of the Scientists Center for Animal Welfare shall consist of individuals, institutions, and institutional representatives of the latter.

SECTION 2. An institutional member in good standing shall be entitled to designate one institutional representative.

SECTION 3. An individual member or institutional representative in good standing shall enjoy all the rights and privileges of the Center including participating in conferences, voting on matters submitted to the membership by the Board of Trustees, and participating in Center activities as determined by the Board of Trustees. The President in accordance with the provisions in the By-Laws may appoint members to Center committees.

SECTION 4. A member may be expelled for actions considered contrary to the objectives of the Center. Charges of adverse actions must be submitted in writing. A member so charged shall be given a hearing before the Executive Committee. If a majority of the Executive Committee agrees that the evidence presented supports the charges, the matter shall be referred to the Board of Trustees for final disposition. The decision of the Board of Trustees is final. A member so charged will be provided a written report as to the action taken by the Center's Executive Committee and Board of Trustees.

SECTION 5. The Executive Director may drop a member who fails to pay the annual dues for three months from the membership rolls 30 days after notification.

SECTION 6. A former member who was dropped from the membership rolls for non-payment of dues may be reinstated by paying any indebtedness to the Center or by making application for membership.

SECTION 7. Any individual member who has reached the age of 65 years, and who has been a continuous member or representative in good standing for at least 10 years, may be granted Life Membership in the Center upon written application for such status. Life Members receive all rights and privileges of members including registration without fee at Center conferences.

SECTION 8. Upon two-thirds affirmative vote by the Board of Trustees, persons may be designated as "Fellows." Fellows shall be persons who have made contributions of outstanding merit within the purview of the goals of the Scientists Center for Animal Welfare. Such contributions may be either through activities of the Center or through other endeavors.

ARTICLE II - Board of Trustees

SECTION 1. The Board of Trustees shall consist of up to 16 voting members elected by the existing Board of Trustees from persons with appropriate scientific credentials who have expressed a desire to participate in the affairs of the Center. Nominations to fill vacant Board positions shall be provided by the Nominations Committee. SCAW’s Board of Trustees should be made up primarily of scientists conducting and/or supporting research with animals. The Board of Trustees may also include individuals concerned with alternatives to the use of animals in research and education, as well as individuals in the fields of bioethics and philosophy.

SECTION 2. The term of office for Trustees shall be three years with approximately one-third being elected yearly at the last meeting of the Board each year. The Board of Trustees may elect persons to fill unexpired terms of persons leaving the Board at any time. Terms shall start on 1 January and end on 31 December.

SECTION 3. No person may serve more than two consecutive full terms on the Board of Trustees, except to complete a term as an elected officer.

SECTION 4. The Board of Trustees shall meet at least once a year and may meet as many times as the President or a majority of the Board directs. Notices of all regular meetings shall be provided to all Trustees at least 14 days in advance of the meetings.  Meetings may be conducted face-to-face, electronically or by teleconferencing.

SECTION 5. A simple majority of the Board of Trustees shall constitute a quorum for transaction of business. All members of the Board may vote.

SECTION 6. The Board of Trustees may act upon questions presented in writing either by US mail or electronic mail.  The procedures for voting on a question shall be as follows:

a. The question shall be phrased so that a yes or no answer may be given.

b. The Executive Director shall send the ballot or President to each Trustee entitled to vote as of the date of submission.

c. A return date, either post marked or electronic date shall be set 15 days from the time the ballot material was sent.

d. Ballots dated after the closing date shall not be counted.

e. A simple majority of the quorum will determine whether a proposal is approved or disapproved.

f. When secret ballots are required US mail will be used following, the "two-envelope", i.e., the ballot itself will be sealed inside an envelope which contains no identification as to the Trustee voting, and that envelope will be mailed inside a second envelope which contains the identification of the Trustee voting. Upon receipt at the SCAW office, the name of the Trustees voting will be recorded for the record and the inner envelopes will be separated from the outer envelopes. Once all the inner envelopes have been accumulated, they will be opened and the vote tallied.

g. The Executive Director or President shall report to the Board the results of the voting within 15 days after the closing date.

h. The results of the voting shall be formally entered into the minutes at the next Board of Trustees meeting.

ARTICLE III

SECTION 1.The President shall be elected by the Board of Trustees from their membership. The term of office as President shall be for one year. Reelection to successive terms as President is permitted. The President shall preside over all meetings of the Center's Board of Trustees, Executive Committee, and membership. He/she shall administer the affairs of the Center according to the provisions of the Constitution and By-Laws and the policies enunciated by the Board of Trustees and Executive Committee.

SECTION 2. The Board of Trustees shall elect the Vice President from their membership. The term of office as Vice President shall be for one year. Reelection to successive terms as Vice President is permitted. The Vice President shall perform the duties of the President whenever he/she is unable to do so.

SECTION 3. The term of office as Past President shall be until the conclusion of the current President's term. The Past President shall chair the Membership Committee and assume such other responsibilities as shall be designated by the President. Should an incumbent President be reelected for successive terms as President, the then incumbent Past President may continue serving in that office.

SECTION 4. The Board of Trustees shall elect the Secretary from their membership. The term of office for the Secretary shall be two years and will be staggered with the term of office of the Treasurer so that one or the other is elected each year but not both in the same year. The Secretary shall be responsible for reviewing and certifying business documents of the Center. The Secretary shall perform the duties of the President when the President and Vice President are unable to serve. The Secretary may be elected to two successive terms.

SECTION 5 the Treasurer shall be elected by the Board of Trustees. The term of office for the Treasurer shall be two years and will be staggered with the term of office of the Secretary so that one or the other is elected each year but not both in the same year. The Treasurer shall have the responsibility of reviewing the Center's financial affairs, and co-signing Center checks for expenditures for such amounts and for such purposes as the Executive Committee may from time to time determine. In addition the treasurer, in conjunction with the Executive Director shall establish a budget annually. The Treasurer may be elected to two successive terms. 

SECTION 6. The Nominations Committee shall provide nominations for all officer positions. Any Board Member may make additional nominations from the floor with a second. Not more than 14 days prior to the last Board of Trustees meeting of the calendar year, the Nominations Committee will inform all Trustees of their Nominations for President-elect and other officer positions, and of any nomination received by petition of other Trustees. Voting will occur at the last Board meeting of each calendar year. Written ballots from absent Trustees will be counted for purposes of determining the results. Election shall be by a simple majority of the Board of trustees. In the event that no one person receives a majority, a second ballot will be taken on the two persons receiving the largest numbers of votes on the first ballot. The results of the balloting will be announced prior to the end of the Board of Trustees meeting and published in the next issue of the Center's Newsletter.

SECTION 7. The administrative year for the Center shall be the calendar year. All terms of office shall begin on 1 January and end on 31 December.

ARTICLE IV - Executive Committee

SECTION 1. The Executive Committee will consist of the President (Chair), Vice President, Past President, Secretary, and Treasurer with the Executive Director serving Ex-Officio.

SECTION 2. The term of office for the Executive Committee members shall correspond to their terms as officers.

SECTION 3. The Executive Committee shall meet as often as requested by the President.

SECTION 4. Three members of the Executive Committee shall constitute a quorum for the transaction of business.

SECTION 5. The Executive Committee shall:

a. Transact all business on behalf of the Center and do all such acts as the Constitution and these By-Laws permit.

b. Oversee the activities of the Executive Director through the Chair of the Executive Committee.

c. Have the accounts of the Center audited annually or at such other times, as it shall direct.

d. Present a report of its actions to the Board of Trustees at least annually.

e. Act on behalf of the Board of Trustees in the interim between their meetings.

f. Only the Executive Committee through its chief administrative officer, the Executive Director, can bind the Center contractually. Major new programs or commitments shall have received prior approval by the Board of Trustees.

SECTION 6. The Executive Committee may also act upon questions presented by mail, provided such action is approved by at least three members of the Executive Committee. The procedure for voting on a question shall be as described Article II, Section 6 substituting therein the term "Executive Committee" for the term "Board of Trustees."

SECTION 7. Questionnaires or surveys shall not be conducted by agencies or in behalf of the Center without the prior approval of the Executive Committee, agreed to in principle by a majority of the Board of Trustees.

ARTICLE V - Executive Director

SECTION 1. The Executive Director shall be the chief administrative officer of the Center and shall report to the Chair of the Executive Committee and shall be responsible to the Board of Trustees and its Executive Committee.

SECTION 2. The Executive Director shall:

a. Be an employee of the Center, serving at the discretion of the Board of Trustees.

b. Employ such persons, which may be deemed necessary for the efficient conduct of the Center's business within the budget of SCAW as approved by the Executive Committee.

c. Maintain the general records of the Center.

d. Attend all meetings of the Executive Committee and Board of Trustees.

e. Keep all original notes and records of all official meetings and sessions of the Center until the Executive Committee approves of their disposal.

f. In conjunction with the treasurer, shall establish a budget annually, maintain the financial records of the Center and conduct all business on behalf of the organization.

g. Be the custodian of all assets of the Center.

h. Pay all expenses of the Center within the limits approved by the Executive Committee.

i. Maintain a file of all vouchers and invoices accompanying them for a period of not less than five years.

j. Deposit all monies in the name of the Scientists Center for Animal Welfare in a federally insured bank approved by the Executive Committee.

k. Turn over all funds, properties and records to his/her successor.

l. Present a report of the activities of the headquarters office and the financial status of the Center at each meeting of the Board of Trustees and at such other times as the Executive Committee may request.

m. In consultation with the President and Executive Committee, prepare agendas for all meetings of the Board of Trustees and distribute such agendas to all Board members at least seven days prior to the meeting.

ARTICLE VI - Public Conferences

SECTION 1. The Center may sponsor conferences open to members of the scientific community and general public on any topic relating to the Center's objectives and goals. The Conference Planning Committee duties shall include the responsibility for identifying conference topics and conference leaders. Working together, the Conference Planning Committee, individual conference leaders, and the Executive Director shall develop each conference's program and select the conference speakers. All such conferences must be approved by the Executive Committee prior to the release of any publicity pertaining to such conferences.

SECTION 2. The Executive Director shall be responsible for managing all such conferences and may obtain such help, and use such resources, as deemed necessary and approved by the Executive Committee.

ARTICLE VII - Committees

SECTION 1. The Center shall have standing and ad hoc committees as may be specified from time to time by the Executive Committee or the Board of Trustees.

SECTION 2. The President, with the advice of the Executive Director and consent of the Executive Committee, shall annually appoint the chairperson and members of all committees except as otherwise provided in these By-Laws and Constitution. Chairpersons of all standing committees shall be members of the Board of Trustees; however, committee members may be individual members, institutional representatives, or other appropriate persons. The President, with the consent of the Executive Committee may remove any committee member, for conduct considered contrary to the best interest of the Center or in violation of these By-Laws.

SECTION 3. The President may appoint Ad Hoc Committees or Task Forces to address specific and limited charges. Ad Hoc Committees and Task Forces shall be reappointed annually. The membership of Ad Hoc Committees and Task Forces shall be as determined by the President.

SECTION 4. The following shall be the standing committees and their roles and functions are as described:

a. Nominations Committee shall consist of at least two Board members appointed by the President in January of each year and the Executive Director. The duties of the Nominations Committee include identifying nominees for officers in accordance with the provisions of Article II, Section 6 of these By-Laws and identifying nominees for new Trustees (by any method of their choice).

b. Membership and Newsletter Committee, chaired by the Past President, shall consist of at least one other Board member and as many other members as the President shall deem necessary. The duties of this Committee shall be to identify mechanisms for "marketing" the Scientists Center for Animal Welfare to individuals and institutions so that the number of members increases annually. The goal for this committee is an annual increase of at least 10% in all categories of members. In addition this Committee is responsible for the content and editing the SCAW News Letter following preparation by the staff. 

c. Conference Planning and Publications Committee shall consist of at least one Board member, the Executive Director, and as many other members as the President shall deem necessary. In addition, the conference leader for any conference leading to the publication of a proceeding document will serve as a member of this committee for purposes of overseeing the publication of such proceedings. The duties of the Conference Planning Committee include the development and identification of topics, which should be pursued through the convening of public meetings, limited workshops, or by-invitation task forces.  In conjunction with the President and Executive Director the planners shall identify conference leaders, assist in identifying specific conference topics, presenters, and session moderators. As noted in Article VI, Section 2 of the By-Laws, the Executive Director shall be responsible for managing all approved conferences.

The duties of this committee associated with publication include the identification topics for development of in to dedicated publications; assist conference leaders and the Executive Director in assembling, reviewing, and editing conference proceedings documents; and assist the Executive Director and Center Board members in developing and editing other publications as required by Center activities (e.g., the "What is SCAW?" introductory brochure).

 d. Financial/Fund Raising Committee shall consist of the Treasurer, the Executive Director, and as many other members as the President shall deem necessary. The duties of the Financial/Fund Raising Committee shall be to identify programs for raising funds to support the Center's operation and activities, identify possible sources of grant and gift funds, participate in direct fund raising activities, and assist the Executive Director in developing and writing funds solicitation letters and grant proposals.

 e. Honors and Awards Committee shall consist of a member of the Board of Trustees, the Executive Director, and as many other members as the President shall deem necessary. The duties of the Honors and Awards Committee are to identify qualified nominees for the Harry Rowsell Award and for designation as SCAW Fellows. The Honors and Awards shall submit their nominations annually by May 1 of each year, to be voted on by the Board of Trustees. While it is anticipated that at least one nomination each will be considered for recipient of the Rowsell Award and designation as a Fellow on an annual basis, circumstances may exist that no such nominations may be appropriate in any given year and this is acceptable.

ARTICLE VIII - Dues

SECTION 1. Members shall pay dues as established by the Board of Trustees.

ARTICLE IX - Amendments

SECTION 1. The Board of Trustees may amend these By-Laws by a two-thirds affirmative vote of the Board of Trustees.