ARTICLE I
Corporation
1. Name of Organization. The name of the corporation is Society for Research in Child Development, Inc. (hereinafter “Society”).
2. Places of Business. The Society, a Wisconsin nonprofit corporation, shall have its principal place of business in Washington D.C., and may have such other places of business as the Governing Council may from time to time determine.
3. Nonprofit Operation. The Society shall be operated exclusively for scientific, literary and educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code as a nonprofit corporation. No member of the Governing Council (hereinafter “Councilor”) or member of the Society shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the Society shall inure to the benefit of any member of the Governing Council, member, officer or any private shareholder or individual. No substantial part of the activities of the Society shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the Society participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.
ARTICLE II
Membership, Membership Meetings, and Dues Membership.
The following are enduring membership types that reflect our commitment to the future of the field and international collaboration. The governing council may create more membership types to meet the strategic needs of our Society, which may not be explicitly stated below. The membership of the Society shall consist of the following types of members: Professional Members, Graduate Student Members, Undergraduate Student Members, Early Career Members, Emerita/Emeritus Members, Associate Members, and Low- and Middle-Income Countries (LMIC) Members. Membership is open to any individual actively engaged in research or teaching in human development or any of the related basic sciences, or otherwise furthering the purposes of the Society. The Governing Council shall determine the dues for each class of member. Each membership category shall receive such publications and voting privileges as the Governing Council may designate. The Governing Council may, from time to time, adopt reasonable rules for the admission, retention and expulsion of members. Such rules shall be consistent with the purposes of the Society and the other provisions of these bylaws and with the Articles of Incorporation and shall be equally enforced as to all members.
1. Professional Member. Membership is open to any individual or professional who has contributed to, is interested in, or has furthered research in human development. Members may vote in all matters submitted to a vote of the members but may not vote for Student and Early Career Council (SECC) representatives to committees.
2. Graduate Student Member. Any registered graduate student at an educational institution engaged in study in child development or a related field who has not completed all requirements for a doctoral degree or equivalent advanced degree (e.g., M.D.) or terminal degree (e.g., M.Ph.) may become a Graduate Student Member (GSM), with all the rights and privileges of a Professional Member. Graduate Student Members may vote in all matters submitted to a vote of the members including voting for Student and Early Career Council (SECC) representatives to committees.
3. Early Career Member. Any scholar within 5 years of the doctoral degree or equivalent advanced or terminal degree engaged in professional activities in child development or a related field may become an Early Career Member (ECM), with all the rights and privileges of a Professional Member. Early Career Members may vote in all matters submitted to a vote of the members including voting for Student and Early Career Council (SECC) representatives to committees.
4. Undergraduate Student Member. Any registered undergraduate student at an educational institution engaged in study in child development or a related field who has not completed all requirements for the bachelor's degree may become an Undergraduate Student Member. An Undergraduate Student Member shall have all the rights and privileges of a Professional Member, except that of voting. Undergraduate Student Members may only vote for Student and Early Career Council (SECC) representatives to committees.
5. Emerita/Emeritus Member. Any Member of the Society when reaching retirement, provided that the member has paid dues to the Society for at least twenty years, may become an Emerita/Emeritus Member of the Society. An Emerita/ Emeritus Member shall have the rights and privileges of a Professional Member and shall receive such publications as Governing Council may decide. Emerita/Emeritus Members may vote in all matters submitted to a vote of the members but may not vote for Student and Early Career Council (SECC) representatives to committees.
6. Associate Member. Any person who is not working in the developmental sciences but would like access to the SRCD journals, website, and community. Examples of such individuals include: teachers, parents, policy makers, and practitioners.
7. LMIC Member. LMICs will be considered those designated by the World Bank as operating in low-, lower-middle, and upper-middle income economies.
8. International Affiliate Member. Any person who is a member of an SRCD-approved affiliate society who would like to be a member of SRCD. An international affiliate member shall receive SRCD publications, serve on committees, and vote in all matters submitted to a vote of the membership.
9. Dues. Upon failure to pay annual dues, the privileges of membership in the Society shall be suspended 365 days after membership dues were paid. Dues of Members from LMICs shall be reduced.
10. Applications for Membership. Prospective members must complete an application for membership and submit payment. Membership will begin when payment is processed, and publications to which the person is entitled will be available to the member beginning with the next issue. If there is a lapse in membership, the member is not entitled to missed issues.
11. Annual Meeting. The annual meeting of the members of the Society for such business as may come before the meeting shall be held on such date and hour as determined by the Governing Council and stated in the notice of the meeting. If for any reason the annual business meeting is not held, any business which could have been conducted at an annual meeting may be conducted at any subsequent special or annual meeting or by consent resolution.
12. Special Meetings. Special meetings of the members of the Society may be called by the Governing Council or the President. Special meetings of the members of the Society shall be called by the President or the Secretary if members holding at least 5% of the voting power of the Society, sign, date and deliver to any Governing Council member one or more written demands for the meeting describing one or more purposes for which it is to be held. No business may be transacted at a special meeting except the business specified in the notice of the meeting.
13. Notice of Meetings of Members. Except as otherwise provided by the Wisconsin Nonstock Corporation Act, written notice of the time, place and purposes of each meeting of the members of the Society shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member, either personally or by mailing such notice to each member at the address designated by the member for such purpose or, if none is designated, at the member's last known address. Notice under this paragraph shall include notice by electronic mail, delivered to an electronic mail address designated by the member for receipt of regular communications from the Society. No notice need be given of an adjourned meeting of the members provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken. At an adjourned meeting, only such business may be transacted as might have been transacted at the original meeting. Notice of a special meeting shall include a description of the matter or matters for which the meeting is called.
14. Quorum. Not less than ten per cent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
15. Voting Requirements for Action by Members. A majority of the votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by the Wisconsin Nonstock Corporation Law, or the Society’s bylaws. A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
16. Action by Written Ballot. In this paragraph, “written ballot” includes a ballot transmitted or received by electronic means. Any action that may be taken at an annual, regular or special meeting of members, including voting for the election of members of the Governing Council, may be taken without a meeting if the Governing Council causes a written ballot to be delivered to every member entitled to vote on the matter. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot under this paragraph 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. A written ballot may not be revoked. A solicitation for votes by written ballot shall include all of the following: (a) The number of responses needed to meet the quorum requirements. (b) The percentage of approvals necessary to approve each matter other than election of Councilors. (c) The time by which a ballot must be received by the Society in order to be counted. The ballots shall be held at the Principal Office of the Society for a period of at least two years.
ARTICLE III
Governing Council
1. Governing Council. The business and affairs of the Society shall be managed by a Governing Council, which is the governing body of the Society. The Governing Council shall consist of the President of the Society, the President Elect, the Past President, the Secretary, the Treasurer, the Executive Director, a maximum of eight (8) elected Members At-Large, one (1) selected Graduate Student or Early Career Member At-Large, and four (4) appointed Members At-Large.
2. Selection of Governing Council. The President-Elect, Secretary, Treasurer, and elected Members-at-Large of the Governing Council shall be elected by mail or electronic ballot by those members of the Society qualified to vote. The elections by mail or electronic ballot shall be conducted as provided below in Article IV, governing elections, and Article II, paragraph 14, regarding action by written ballot. The elected individuals shall take office officially at the end of the member meeting of the Society in the year in which they are elected. The appointed members-at-large shall be appointed by the Governing Council at the member meeting of the Society in odd-numbered years and shall take office officially at the end of that meeting.
The SECC Representative shall be selected from the outgoing members of the SECC after the current SECC Co-Chairs and Governing Council Liaison review statements of interest.
3. Meetings. The Governing Council shall meet as often as is necessary to conduct the business of the Society. The meetings of the Governing Council may be coordinated with the meetings of the members of the Society. Additional meetings of the Governing Council may be called by the President or by a majority of the members of the Governing Council. The Governing Council shall appoint the Executive Director, the Editors of all publications of the Society, and members of the standing committees which include Finance, Program and Publications Committees and, as specified in Article VI, ad hoc committees as are required to conduct the business of the Society.
4. Method of Conducting Meeting. The Governing Council may permit any or all members of the Governing Council to participate in a regular or special meeting, or in a committee meeting of the Governing Council by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs: (a) All participating Governing Council members may simultaneously hear or read each other’s communications during the meeting. (b) All communication during the meeting is immediately transmitted to each participating Governing Council member, and each participating Governing Council member is able to immediately send messages to all other participating Governing Council members. If a meeting will be conducted through the use of any means described above, all participating Governing Council members shall be informed that a meeting is taking place at which official business may be transacted. A Governing Council member participating in a meeting by any means described above is considered to be present in person at the meeting. If requested by a Governing Council member, minutes of the meeting shall be prepared and distributed to each Governing Council member.
5. Conflict of interest. Members of the Governing Council are required to sign annual conflict of interest disclosure statements. SRCD activities cannot provide a private benefit to an individual, including business dealings with Governing Council members. Council members with conflicts of interests must abstain from voting on matters they could personally benefit from.
6. Compensation. Members of the Governing Council will not be provided compensation for their service on the Council, with the exception of the President and the Treasurer, who are expected to represent the organization as spokespersons and officials of record. Council members are eligible for reimbursement for expenses associated with attending Governing Council in-person meetings that do not occur at the biennial conference. Expenses incurred to attend the biennial conference will not be reimbursed.
7. President. The President of the Society shall preside at all meetings of the Members of the Society and shall chair the Governing Council. The President shall be authorized to fill any vacancies that may occur on committees for the remainder of unexpired terms and shall perform such other duties as are incident to the office or as may be properly required by vote of the membership of the Governing Council or the Society at any duly constituted meeting.
8. President-Elect. The President-Elect shall chair meetings of the Governing Council and the Society in the absence of the President.
9. Past President. The Past President shall advise the President and President-Elect as needed and shall be responsible for assisting in development functions as Co-Chair of the Development Committee.
10. Secretary. The Secretary shall engage in oversight of the implementation of policies and procedures, including ensuring that motions arising from Governing Council are worded clearly and carefully, and are voted on appropriately according to Robert’s Rules of Order. This oversight also entails vetting the wording of new policy documents and formal agreements and approving minutes of Governing Council meetings prior to their dissemination to Governing Council members. The Secretary shall serve ex officio with vote as a member of the Publications Committee. Once each biennium, the Secretary shall provide an oral report to the membership at the Business Meeting on the organization and activities of the Council and the Society.
11. Treasurer. The Treasurer is responsible for the integrity of the fiscal affairs of the organization. The Treasurer serves as a key resource in the development of fiscal policy and is the Chair of the Finance Committee, as well as ex-officio member of the Membership Committee.
12. Executive Director. The Executive Director shall be the chief administrative director of the Society and shall transact its business. The Executive Director shall also be charged with developing and implementing initiatives, in partnership with Governance, to further the Strategic Goals of the Society and to engage in networking, science advocacy, and communications representing the Society and its membership. The Executive Director shall have charge of the central office and shall have jurisdiction over and attend to the business details of the publications of the Society.
13. Executive Committee. The Executive Committee is made up of the President, President-Elect, Secretary, Treasurer, a Governing Council Member at Large appointed by the President, and the Executive Director (ex-officio member). The Executive Committee is responsible for providing leadership to the Governing Council, serving in an advisory role, and acting on urgent issues between Governing Council meetings. As a committee of the Governing Council, it is responsible for conducting research on issues that affect the GC, thoroughly discussing the ramifications of the issues, and bringing recommendations to the Governing Council. The Executive Committee may meet prior to each Governing Council meeting to review the agenda and prepare special recommendations for full Governing Council consideration. The committee members are responsible for reviewing the agenda, completing any necessary research, and coming to meetings prepared to discuss the issues and the ramifications to the organization. As with any other committee, the Executive Committee brings its issues before the Governing Council with a recommendation to be voted upon. In cases for which the timeline is limited, the Executive Committee may take action in the interim period between Governing Council meetings. The Executive Committee may meet more frequently than the Governing Council, at the direction of the President. All actions taken by the Executive Committee must be presented at subsequent meetings of the Governing Council.
14. Removal. The members of the Society may remove, with or without cause, one or more Councilors elected by them. A Councilor may be removed if the number of votes cast to remove the Councilor would be sufficient to elect the Councilor at a meeting to elect Councilors. A Councilor elected by members may be removed by the members after a meeting called for the purpose of removing the Councilor is held and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Councilor. The Governing Council may remove one or more Councilors without vote of the membership if the investigations committee determines the Councilor(s) violated the SRCD Code of Ethical Conduct.
15. Vacancies on Governing Council. Any vacancy occurring on the Governing Council, including a vacancy created by an increase in the number of members of the Governing Council, may be filled until the next succeeding annual election by the affirmative vote of a majority of the members of the Governing Council then in office, although less than a quorum.
16. Regular and Special Meetings, Notice, and Waiver of Notice. Regular meetings of the Governing Council shall be held on such date and hour in the month of March, April, or May as shall have been determined by the Governing Council. No notice need be given of regular meetings. Special meetings of the Governing Council must be preceded by at least two days’ notice to each member of the Governing Council of the date, time and place, but not the purpose, of the meeting. The presiding Councilor, or twenty percent of the members of the Governing Council then in office, may call and give notice of a special meeting of the Governing Council. A member of the Governing Council may waive any notice required by the Wisconsin Nonstock Corporation Law or these bylaws before or after the date and time stated in the notice. The waiver must be in writing, signed by the member of the Governing Council entitled to the notice, and filed with the minutes or the Society’s records. A member of the Governing Council’s attendance at or participation in a meeting waives any required notice of the meeting unless he or she upon arriving at the meeting or before the vote on a matter not properly noticed objects to lack of notice and does not thereafter vote for or assent to the objected to action.
17. Action without a Meeting. An action required or permitted to be taken at a Governing Council meeting may be taken without a meeting if a consent in writing setting forth the action is signed by all of the Councilors then in office. In this paragraph, “in writing” or “written” includes a communication that is transmitted or received by electronic means, and “sign” includes executing an electronic signature. A consent under this paragraph has the same force and effect as a vote of the Governing Council taken at a meeting. The written action is effective when signed by the required number of Councilors, unless a different effective date and time are specified in the written consent.
18. Quorum and Voting Requirements. Except as otherwise provided in the Wisconsin Nonstock Corporation Law, a quorum of a Governing Council consists of a majority of the members of the Governing Council in office immediately before a meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of members of the Governing Council present is the act of the Governing Council, unless the Wisconsin Nonstock Corporation Law, the articles of incorporation of the Society, or these bylaws requires the vote of a greater number of the Governing Council.
19. Term of Office. The term of office of the President, President-Elect, Past President, shall be two years, and the term of office of the Secretary shall be six years. The Treasurer shall serve a term of three years, which may be renewed for one additional term.
ARTICLE IV
Elections and Appointments
1. Nominations. The Nominations Committee shall invite suggestions for nominations from the electorate for President, President-Elect, Secretary, Treasurer, and for Members-At-Large of the Governing Council to be elected. This invitation shall be issued electronically and shall specify the return of suggestions to the Nominations Committee, which shall select the final slate of candidates. This selection shall be guided by the suggestions of the electorate and shall maintain representation of the various disciplines of the membership of the Society. The Nominations Committee shall ascertain the willingness of the nominees to serve, if elected. The Nominations Committee shall submit the election ballot to the Executive Office of the Society. This entire process must take place during the even-numbered year.
2. Conduct of Elections. The Executive Director shall be responsible for the conduct of the elections. The election ballot shall be prepared according to Article II, Paragraph 14 above, governing actions by written and electronic ballot, and distributed to the electorate by the end of the even-numbered year. The specified date of return shall be no later than three months prior to the date of the member meeting in the odd-numbered year. The election ballot shall contain the names of three nominees each for President-Elect and Secretary and three nominees for each of the members-at large to be elected and shall provide space for the electorate to write in candidates for the position represented on the ballot. Members of the electorate may vote for one nominee for each position represented on the ballot (e.g., if there are three member-at arge positions on Governing Council, members could vote for three candidates).
3. Tabulation of Ballots. The Executive Director shall be responsible for the tabulation of the ballots with the assistance of tellers as approved by the Governing Council.
ARTICLE V
Publications
1. All publications of the Society shall be under the general supervision of the Committee on Publications, subject to the approval of the Governing Council. The Governing Council has the ability to create new publications for the Society.
2. The Governing Council shall appoint an Editor or pair of Editors for each of the official publications of the Society, from the final candidates presented by the Publications Committee, with conditions of compensation, and staff to be determined by the Governing Council. The term of office shall be six years for Child Development, Social Policy Report, and Monographs of the Society for Research in Child Development without possibility of successive reappointment. The term for Child Development Perspectives shall be four years with the possibility of a two-year successive reappointment. The terms for editorships of any new journals to be created beyond these four journals will be set by the Governing Council.
3. An Editor, in consultation with Governing Council, shall be responsible for the editorial management of a given publication. The Editor shall be authorized to appoint such associate editors as may be required. The Editor shall have the right to reject for publication any paper submitted and is bound only by policies established by the Committee on Publications and approved by the Governing Council and by the budget determined by the Governing Council.
ARTICLE VI
Committees
1. Standing and Ad-hoc Committees. The Governing Council shall have the power to create, by resolution, such committees as it deems necessary for achieving the objectives of the Society. The Governing Council may choose to create a committee with a long-term charge (standing committee), or a short-term charge (ad hoc committee).
2. Task Forces. The Governing Council shall also have the power to create committees of the Governing Council, known as Task Forces, which shall have at least three Council members on them. To the extent provided by the resolution, a task force of the Governing Council may exercise the powers of the board with respect to the management of the affairs of the corporation, when the Governing Council is not meeting, except for electing officers or the filling of vacancies on the Governing Council or on task forces created under this section. The Governing Council may elect one or more of its members as alternate members of the task force of the Governing Council, who may take the place of absent members at any meeting of the task force.
3. Authority. The designation of a committee or task force and the delegation of authority to it does not relieve the Governing Council or any Councilor of any responsibility imposed upon the Governing Council or Councilor by law.
ARTICLE VII
Amendments
1. The By-Laws may be amended by a majority affirmative vote of those voting in a referendum submitted electronically or by mail to the voting members of the Society, pursuant to the provisions of Article II, Paragraph 14 above.
2. Amendments may be proposed by majority vote of the Governing Council or by petition of at least five percent of the electorate of the Society.
3. All proposed amendments to the By-Laws shall be transmitted to the electorate at least forty-five days prior to the vote on the amendment.
ARTICLE VIII
Corporate Records
1. Minutes and records of action. The Society shall keep as permanent records minutes of all meetings of its members and Governing Council, a record of all actions taken by the members or Governing Council without a meeting, and a record of all actions taken by committees.
2. Accounting records. The Society shall maintain appropriate accounting records.
3. Membership records. The Society shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
4. Form. The Society shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
5. Copies at principal office. The Society shall keep a copy of all of the following records at its principal office:
- (a) Its articles of incorporation and all amendments to them currently in effect.
(b) Its bylaws or restated bylaws and all amendments to them currently in effect.
(c) Resolutions adopted by its Governing Council relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members.
(d) The minutes of all meetings of members and records of all actions approved by the members for the past 3 years.
(e) The financial statements furnished for the past 3 years.
(f) A list of the names and business or home addresses of its current Councilors and officers.
(g) Its most recent annual report delivered to the State of Wisconsin.
(h) Its most recent IRS Form 990.
Bylaws as amended by membership majority vote on 10/31/2024.