By-Laws of the Emergy Society

ARTICLE I. NAME

Par. 1.01 The name of this organization shall be the International Society for the Advancement of Emergy Research (ISAER), otherwise known as the Emergy Society and in this document only as “the Society”. These names will be used synonymously in the remainder of this document.

Par. 1.02 The official logo and name of the Emergy Society (ISAER) shall only be used for purposes authorized by the Executive Council or the Board of Trustees. The Board of Trustees has the power to defend the logo and name of ISAER and of the Emergy Society from improper use or to withdraw use of the ISAER name and logo for cause or upon notification of the Trustees by the Executive Council of its improper use.

ARTICLE II. PURPOSE

Par. 2.01 The Emergy Society has the purpose of promoting communication, scientific research and education on matters related to emergy and Energy Systems Theory.

Par. 2.02 The objectives of ISAER are to:

Foster and promote the scientific understanding and application of the concepts of emergy and transformity, which were first developed by Howard T. Odum, his students and colleagues.
Disseminate knowledge by operating a website, supporting the preparation of original papers on emergy, and other related topics, by holding meetings for the presentation and discussion of such research papers, by developing standards and by facilitating communications (both informal discussion and scientific exchange) among the international community of scientists, and by publishing papers and reports of value to the world-wide scientific community.
Provide outreach and education to members, through workshops, publications and research reports.
Reward professional achievement by giving awards and other honors that encourage extraordinary contributions to emergy research.
Cooperate with public and private agencies on matters that can be clarified by emergy evaluation, systems ecology principles, thermodynamics and ecological economics.
Develop and promote the dissemination of transformities and other unit emergy values (UEVs).
Establish Chapters as the need arises to serve ISAER members around the world.
Interact with other national and multi-national organizations operating throughout the world.

ARTICLE III. ORGANIZATIONAL STRUCTURE AND DECISION-MAKING

Par. 3.01 ISAER is organized as a nonprofit society and shall be operated exclusively for scientific, literary, and educational purposes.

Par. 3.02 Notwithstanding any other provisions of these articles, ISAER is organized exclusively for one or more of the purposes as specified in Section 501 (c) (3) of the Internal U.S. Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501 (c) (3) or corresponding provisions of any subsequent tax laws.

Par. 3.03 Specifically, no part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services tendered to or for the organization), and no member, trustee, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization's assets on dissolution.

Par. 3.04 In any taxable Year in which the organization is a private foundation as described in IRC 509 (a), the organization shall distribute its income for said period at such time and manner as not-to subject it to tax under IRC 4942, and the organization shall not

engage in any act of self-dealing as defined in IRC 4941 (d),
retain any excess business holdings as defined in IRC 4943 (c),
make any investments in such a manner as to subject the organization to tax under IRC 4944, or
make any taxable expenditures as defined in IRC 4945 (d) or corresponding provisions of any subsequent Federal tax laws.

Par. 3.05 The ISAER Executive Council is responsible for carrying out the scientific mission of the Society and shall have control over all scientific activities of the Society subject to the limitations stated in the by-laws, i.e., those powers reserved for the Trustees.

Par. 3.06 Election of the members of a new Executive Council shall be by majority vote of the electorate in an election supervised by the old Executive Council. Voting may be done at the annual meeting of the Emergy Society that coincides with the Biennial Emergy Society meeting or electronically by e-mail at any time. Voting by e-mail will be by a secure password protected link and ballots will be secret. Names of the new members shall be announced as soon as possible after the election is complete. In case of a tie for any position a runoff election will be held immediately following the general election.

Par. 3.07 The Executive Council shall consist of the President, the President-Elect, the Secretary and Treasurer and four at large members plus a representative of the Trustees, who is an adviser and nonvoting member, except in the case of a tie vote, when he or she will vote to serve as the tie breaker. Terms of Office for the President, President-Elect, Secretary and Treasurer shall be two years. All officers shall be members of the Emergy Society in good standing, i.e., their dues shall be up to date and all other requirements for membership in the Society shall be satisfied.

Par. 3.08 The Executive Council may at any time, whenever there shall appear to be sufficient cause, delegate to any active member of the Society, the performance of any duties required by the by-laws to be performed.

Par. 3.09 The Executive Council shall meet every year at a time the President and Executive Council may select. Special meetings may be called at any time based on need or at the discretion of the President.

Par. 3.10 A quorum, which consists of a simple majority of the Executive Council members or members of other committees, must be present before business can be transacted or motions made or passed. All ISAER committees are empowered to transact business and conduct meetings electronically, where a quorum is determined by the number of members who participate remotely.

Par. 3.11 The Executive Council shall present a complete report of the affairs of the Society for the preceding year to the Board of Trustees following the Executive Council’s Annual meeting, which is usually held in July. The ISAER Chapter Presidents can join the Executive Council annual meeting for discussion of the Chapter Annual reports to be delivered at this time.

Par. 3.12 Decision-making by the Executive Council shall be by simple majority vote, although Council members are charged to try to reach consensus on all matters critical to the well-being of the Society.

Par. 3.13 The Trustees shall appoint a representative to serve as an ex officio member of the Executive Council for a term of 4 years. If a vote in the Executive Council becomes deadlocked on a question that could not be resolved by consensus, the Trustees’ representative shall become a full Council member for the purpose of casting the deciding vote.

Par. 3.14 When the need arises; the ISAER Executive Council with the approval of the Trustees has the power to form Chapters to better serve the needs of the members.

Par. 3.15 ISAER Chapters shall be subject to the same restrictions with regard to their financial and other operations as specified above for the parent Society, i.e., no actions of any Chapter shall violate the conditions of the nonprofit status of the Emergy Society for tax purposes in the United States.

Par. 4.01 Membership is open to all those whose activities are consistent with the purpose of the organization, i.e., members must have an interest in emergy research, be engaged in emergy research, the application of emergy research or be seeking the training to allow them to begin engaging in such activities. Membership in ISAER is achieved through completion of an application, its acceptance and payment of membership dues.

Par. 4.02 There shall be four categories of membership as follows:

Member - Regular membership is open to those persons who are professionally engaged in emergy research or its application in management or who provide other useful services to the Society.

Qualifications
- Must share the stated purpose of the Society.
- Must have applied experience, education, or have conducted research in areas related to the Society's stated purpose or be seeking the ability to carry out such research.
- Must have a primary degree (e.g. B.Sc.) or a Ph.D. or M.S. degree in Energy Systems Theory or a related field. Some experience in emergy research is desirable, but not required.
- Must pay regular member dues on an annual basis or may apply for reduced membership dues or a waiver for payment of dues based on financial need, service to the society or another valid reason.
Benefits
- May vote on the affairs of the Society.
- May serve on the Executive Council and hold office
- May contribute to and receive Society publications
- May participate in Society functions, programs, committees, and activities.

Student Member - Student members must be a full or part-time student in good standing at any level of educational activity and have an interest in learning the emergy methodology. A Student Member may remain in this grade one calendar year beyond the date of graduation or termination of enrollment as a full or part-time student.

Qualifications
- A student member must share the stated purpose of the Society and be actively engaged in an academic curriculum leading toward a career related to the Society’s stated purpose.
- An individual qualifies as a Student member, if he or she is enrolled as a full or part time student actively engaged in the pursuit of an undergraduate, masters or doctoral degree.
- Students may contribute to and receive Society publications
- A student member may become a Regular Member after reaching a level of professional training and experience as described under the qualifications for regular membership given above and payment of regular member dues.
Benefits
- May vote on affairs of the Society.
- May participate Society functions, programs, committees, and activities
- May contribute to Society publications
- May be granted Regular Member status when qualified
- Are not eligible to serve on the Executive Council.

Honorary Member - Honorary membership may be conferred by the Executive Council upon persons recognized for outstanding work or interest in the field of emergy research and/or education.

Qualifications
- An Honorary Member is elected and so honored by the ISAER Executive Council in recognition of contributions to the field and to the Society.
- Must be recognized for outstanding service to the Society
- Must be nominated by an ISAER member in good standing and supported by a written justification.
Benefits
- Shall not be required to pay dues
- May vote on affairs of the Society
- May not serve on the Executive Council.
- May contribute to and receive Society publications
- May participate in Society functions, programs, committees, and activities

Emeritus Member - Any Emergy Society member who is at least 70 years of age will be given emeritus membership, if requested.

Qualifications
- Any ISAER member who is at least 70 years of age is qualified for emeritus membership.
- Must be a current member in good standing.
Benefits
- Shall not be required to pay dues
- May contribute to and receive Society publications
- May participate in Society functions, programs, committees, and activities
- May vote on the affairs of the Society
- May not serve on the Executive Council.

Par. 4.03 All members in good standing are entitled to vote in the affairs of the Society and to be counted toward a quorum in any meeting of the membership.

Par. 4.04 Application for membership in the Emergy Society shall be in writing in a form prescribed by the Executive Council. An Officer of the Chapter shall confer membership upon review and approval of the application and receipt of dues by the Treasurer or other arrangement with the Treasurer based on the financial and other circumstances of the individual. If there is any question about the applicant, the request for membership will be referred to the Executive Council for a final decision.

Par. 4.05 All applicants shall be informed about their acceptance or rejection in a timely manner.

Par. 4.06 All members of ISAER Chapters will be members of the parent Emergy Society under the rules and categories of membership given above. All ISAER members can choose to be a member of a Chapter, if they satisfy the other conditions for such membership, e.g., permanent residence within the Chapter.

Par. 4.07 The Executive Council may remove members from active membership for actions deemed inappropriate, unprofessional or damaging to the Society. Members who owe dues for two years without making other arrangements with the Treasurer can be dropped from membership, if still delinquent after the annual business meeting.

ARTICLE V. DUES AND FINANCES

Par. 5.01 Membership dues will be those established annually by the ISAER Executive Council with advice of the Trustees. (Emergy Society dues in this year, 2015, are $10 for students and $50 for full members).

Par. 5.02 ISAER Chapters (e.g., the China Chapter of ISAER) will contribute 50% of the dues paid by Chapter members to the parent society. This contribution will constitute full payment of dues owed to ISAER in that year. The remaining funds will be managed by the Chapter Treasurer in concert with the Treasurer of the parent society along with other funds raised by the Chapter to sustain its activities.

Par. 5.03 Dues and other income (e.g. donations) paid to the Emergy Society in each year will be allocated under an annual budget subject to approval by Executive Council and oversight by the Treasurer of the Trustees. The Treasurer will report the financial condition of the Society to the Trustees, annually.

Par. 5.04 The ISAER Executive Council can develop partnerships with government, industry, and educational and other institutions to improve the financial condition of the Society and to allow it to sponsor events and to increase the ability of the Society to support research and education on emergy.

Par. 5.05 The financial year for ISAER shall begin on January 1 and end on December 31 of the same year.

Par. 5.06 Signature authority for the disbursement of funds from the Emergy Society Treasury is granted to the Treasurer of the Trustees as authorized by the actions of the Executive Council communicated by the Treasurer or President of the Executive Council, or any other persons so designated by the Treasurer or President of the Executive Council subject to the availability of such funds. Treasurer of the Trustees is empowered to pay all ongoing bills and to disburse already authorized funds, as needed to accomplish authorized projects and to carry out the other functions necessary for the operation of the Emergy Society.

ARTICLE VI. MEETINGS

Par. 6.01 The Emergy Society will hold annual meetings to transact business and to satisfy the need for communication among members of ISAER.

Par. 6.02 Attendance at business meetings shall be limited to members in good standing, except visitors may attend (but not vote) with the approval of the Executive Council or its representative.

Par. 6.03 The Secretary or other representative of the Executive Council shall give notice of each meeting to each member of the Society, not less than thirty days before the date of the meeting. Announcement of all meetings of the Emergy Society shall be publicized in writing to the membership by letter or electronic mail.

Par. 6.04 The Society will support face-to-face interactions of the international community of emergy researchers at the Biennial Emergy Research Conferences held at University of Florida, until such time as these meetings are no longer held at least once every other year at that location. ISAER has the responsibility to ensure that Emergy Research Conferences at which the international community of emergy research scientists can share and discuss the results of their research are held at least every other year.

Par. 6.05 One must be, or become, a member of the Society to give a scientific presentation at the meeting, unless invited by the Executive Council or its representative. As a general rule, invitations will be extended to all nonmembers who have emergy research to present.

Par. 6.06 Scientific conferences may be sponsored by the Emergy Society or its Chapters and these events can be held as needed at sites throughout the world. These meetings may be either exclusively run by ISAER or one of its Chapters, or held jointly with meetings of kindred societies in the host country or within the region. The Executive Council of the Society or the Executive Council of an ISAER Chapter will assign a local organizing committee and Program Chair for these meetings as appropriate based on the venue and purpose of the meeting.

Par. 6.07 The President or other designated official can convene a meeting of the Executive Council whenever the affairs of the Society require it.

ARTICLE VII. EXECUTIVE COUNCIL OFFICERS

Par. 7.01 The Executive Council shall be appointed for four year terms, except in the case of the initial appointment as noted below, and the Presidency shall rotate among the members every two years in an order determined by vote of the Executive Council members

Par. 7.02 Every two years the Nominating Committee of the Emergy Society will select a slate of candidates to stand for election to fill the available seats on the Executive Council. If a member of the Executive Council can no longer serve or resigns, another member of the Society will be nominated by the Executive Council and approved by the Trustees to serve out the remainder of the resigning member’s term.

Par. 7.03 Duties of the Officers:

President: The President shall preside over all meetings of the Society membership and of the Executive Council and perform all other official functions for the Society. If the President is unable to preside, the President-elect may conduct the meeting.

President-Elect: If the President resigns or is unable to complete the term of office, the President-Elect immediately takes over as President.

Secretary: The Secretary of the Emergy Society shall:

maintain an up-to-date list of the members, which will be made available to the Executive Council and the Trustees;
maintain and have available a copy of the ISAER By-Laws available for the information of any member;
record the minutes of all ISAER annual meetings and ISAER Executive Council meetings;
handle general correspondence for the Emergy Society;
prepare an annual report for each ISAER Annual meeting.
when scientific meetings are held, work with the meeting organizers and the Program Chair, in a timely manner, to issue an announcement of the meeting and a call for papers;

Treasurer: The Treasurer shall work with the Treasurer of the Trustees to:

collect, disburse, and account for all monies, including those pertaining to dues and meetings;
maintain bank accounts in concert with the Treasurer of the Trustees;
maintain records of dues payments by Society members;
maintain records of all monies transferred to and received from the Chapters,
report changes in membership status to the Secretary;
prepare a financial report for each Emergy Society Annual meeting ;
assist the Treasurer of the Trustees in the filing tax documents as needed.

ARTICLE VIII. FORMATION of the EXECUTIVE COUNCIL and COMMITTEES

Par. 8.01 The Executive Council shall consist of 8 regular members elected by the membership.

Par. 8.02 A member of the Executive Council can serve a maximum of 8 years, e.g., can be elected for two 4 year terms of office.

Par. 8.03 The Executive Council shall have the power to fill all vacancies in any elected or appointed office with approval of the Trustees. These vacancies will be filled only to the end of the particular member's term.

Par. 8.04 A member of the Executive Council can be replaced by the Trustees, if they miss two consecutive meetings at which their attendance is required without informing the Council Secretary of the reason for their absence or if the rest of the Executive Council petitions the Trustees to remove them from office for this or another just cause.

Par. 8.05 The Executive Council will be elected so that no more than one-half of the members are replaced at any time. To establish the staggered terms of office, candidates in the first group will be divided into two groups: candidates for 2-year terms of office and candidates for 4-year terms of office. At least 8 candidate members for each term length will be nominated by the ISAER Executive Council’s Nominating Committee.

Par. 8.06 The Executive Council may create standing and ad hoc committees as needed. The Executive Council is responsible for the formation and dissolution of all standing committees and for the election of its officers.

Standing committees and their duties:

Communications Committee: The Communications Committee oversees all the ways that ISAER communicates with its members and with others.

Communication among members and with the public will be fostered by the maintenance of a web site and other online tools. Overall duties include providing for the maintenance of the ISAER website, providing input to the web site committee on the structure and activities available on the ISAER website, ensuring the flow of relevant information to the ISAER Newsletter and to the public, sponsoring ISAER publications. Specific tools currently available are:
- The Website committee: The contents and activities available at the ISAER website will be created under the direction of the website committee with final approval by the Executive Council.
- Emergy Society Database: ISAER will maintain a database of transformities, specific emergies and other important emergy data for use by the global community of emergy researchers.
- A Clearinghouse or other online tools to match students with teachers and researchers with other like-minded researchers and programs.
Communication among members will be fostered by holding or facilitating scientific meetings.
- A Program Chair appointed by the ISAER or Chapter Executive Council shall be responsible for implementing Society policy with respect to meeting conduct and content.
- With the approval of the Executive Council or their representatives, the Program Chair shall have the power to initiate new ideas in meeting format, topic selection, and any other area he/she believes will add to free information exchange in both a formal and informal atmosphere.
- The Program Chair shall receive and review abstracts, and have final responsibility for all aspects of each ISAER sponsored scientific meeting.
- The Program Chair will appoint a Local Arrangements Committee, which shall select an appropriate facility for the meeting in conjunction with the Executive Council and the Program Chair.
- The Program Chair in consultation with the ISAER Executive Council or their appointed representatives or the Chapter Executive Council shall choose the chair of the Local Arrangements committee. The Local Arrangements committee usually serves for one meeting.

Nominating Committee:

The Nominating Committee is appointed by the Executive Council and it shall propose nominees for elected positions, including candidates for the Executive Council.
- The immediate Past-President shall chair the Nominating Committee. The Executive Council may make other arrangements if the immediate Past–President is unable to serve.
- Any eligible member may petition the Nominating Committee to be nominated or volunteer for service on any committee.
The names and qualifications of all nominees will be circulated to the membership in an efficient and effective manner at least one month prior to the election.

The Awards Committee:

The Awards Committee will oversee the applications for and distribution of funds and certificates for all awards. The classes of Awards are as follows:
- Awards for travel to any ISAER sponsored meeting. The primary award is given for transportation expenses. Other expenses may be covered according to need and the availability of funds.
- Research Awards or Grants. Applications for funding and the evaluation of proposals are overseen by the Awards Committee, which makes a recommendation to the Executive Council. The final decision on the disposition of funds is made by the Executive Council.
- Awards for student posters at the biennial meetings are carried out by the Awards committee under its procedures for these events. All eligible posters are judged by a panel of judges selected by the Chair of the Awards Committee. The judges’ ballots are counted and monetary awards are distributed at the conference closing ceremony.
The Awards committee and the Awards Committee Chair are appointed by the Executive Council.

The Standards Committee:

Summary of Standards Committee Duties
- Assembling a catalog of emergy per unit values (UEVs), i.e., transformities, specific emergies, and emergy to money ratios, etc. from the published literature and gray literature (see Emergy Database under website activities above).
- Keep the UEV values published in the scientific literature current by publishing corrections and new values as available.
- Oversee the research needed to assemble a list of ‘gold” standard emergy per unit values, i.e., where the models and calculations are presented and the numbers used have been referenced and the accuracy of the references verified.
- In the future, the Standards Committee might want to develop a list of practices and conventions that must be used for a scientific analysis method to be approved by the Emergy Society as a valid Emergy Evaluation, Analysis, or Synthesis.
The Standards Committee and its Chair are appointed by the Executive Council

ARTICLE IX. AMENDMENTS OR CHANGES TO THE BY-LAWS

Par. 9.01 The Trustees will examine the by-laws every two years to determine, if changes are needed. Amendments or changes to the Emergy Society By-Laws can only be made after approval by the Trustees.

Par. 9.02 Proposed amendments from the membership or the Executive Council shall be sent to the Trustees at least one month prior to the annual meeting date.

Par. 9.03 Changes or revisions to the by-laws shall be circulated to members in an efficient and effective manner at least three weeks prior to meeting dates. Adoptions of these amendments shall be by two-thirds of the members voting at the annual meeting.

ARTICLE X. TRUSTEES

Par. 10.01 The Trustees are responsible for the organization’s actions in the United States and throughout the world. The primary duty of the Trustees is to insure the overall health and continuance of the organization. This is in contrast to the primary duty of the Executive Council, which is to carry out the scientific, education, and literary mission of the organization. The Trustees are responsible for determining that the organization and all of its subsidiaries are able to carry out the stated purposes and functions of the Emergy Society. The Trustees are responsible for the financial health and well-being of the organization. The Trustees also carry the responsibility to decide if and when the organization or any one of its chapters must be dissolved.

Par. 10.02 The current Trustees of the International Society for the Advancement of Emergy Research are Dr. David R. Tilley, Dr. Daniel E. Campbell, Ms. Elisabeth C. Odum, Mr. Thomas E. Campbell, Esq. and Dr. Eldon C. Blancher.

Par. 10.03 New Trustees can be added and Trustees who retire or can no longer carry out their duties can be replaced from candidates nominated by the current Trustees and approved by the Executive Council. The number of Trustees can be no less than 3 and can be increased according to the needs of the Society as mandated by the rules governing the formation of nonprofit corporations in the State of Rhode Island.

Par. 10.04 The Trustees will meet each year to consider the condition of the Society and at other times as required by the needs of the Society. The annual meeting of the Trustees shall be scheduled within one month after receiving the annual report of ISAER activities from the Executive Council.

Par. 10.05 In years when the income of the Emergy Society exceeds $50,000 for tax purposes, the Trustees will have an external audit of the books performed.

Par. 10.06 Resignations from Executive Council or a proposal to remove an Executive Council member will be addressed to the Trustees for further action.

Par. 10.07 The rules governing a quorum for transacting business and decision-making of the Trustees follow those for the Executive Council, i.e., a quorum is a simple majority and decision-making is by majority vote.

Par. 10.08 A Trustee can be removed from the Board for just cause by majority vote of the other Trustees, e.g., for not participating in meetings without an acceptable excuse or for another just cause, such as actions detrimental to the operation or well-being of the Emergy Society.

ARTICLE XI. DISSOLUTION

Par. 11.01 DISSOLUTION:

In the event of dissolution, any assets of ISAER shall be given to the International Society for Systems Sciences (ISSS) to be used to support an Emergy Research special interest group. If this is not possible, remaining ISAER assets will be distributed to a like-minded fund, foundation or corporation organized and operated exclusively for the purposes specified in section 501 (e) (3) of the Internal Revenue Code of the United States.

By-Laws of the Emergy Society