HOPOS: THE INTERNATIONAL SOCIETY FOR
THE HISTORY OF PHILOSOPHY OF SCIENCE
STATUTES and BYLAWS
Article I: Purpose
HOPOS, The International Society for the History of Philosophy of Science, is devoted to promoting research on the history of the philosophy of science. We construe this subject broadly, to include topics in the history of related disciplines and in all historical periods, studied through diverse methodologies. We aim to promote historical work in a variety of ways, but especially through encouraging exchange among scholars through meetings, publications, and electronic media.
Article II: Membership and Dues
Section 1: Persons of any nationality who are interested in the history of the philosophy of science are eligible for membership in the Society. The payment of annual dues shall constitute formal recognition of membership.
Section 2: There shall be four classes of membership: standard, student, emeritus, and sustaining. Student members must be graduate or undergraduate students at a recognized institution of higher learning. Emeritus members must be retired from full-time employment Sustaining members are granted lifetime membership in HOPOS by the Steering Committee in light of a major financial contribution to HOPOS. Membership in HOPOS may be determined by the Steering Committee to be annual or biennial in its cycle. In the latter case, it requires payment of dues every other (even) year and membership expires at the close of odd years; in the former case, it requires payment of dues every year and membership expires at the end of the calendar year. Only members can participate in HOPOS conferences and vote in HOPOS elections. Participation on the HOPOS email list does not require membership.
Section 3: Annual or biennial dues for the several classes of membership shall be set by the Steering Committee in consultation with the Executive Secretary and the Treasurer. The Steering Committee shall be empowered to reduce or waive dues in extraordinary circumstances.
Section 4: Membership privileges include voting in elections and at the general members’ business meeting that usually takes place at the biennial meetings of HOPOS. They also include being able to serve on the steering committee, the nominations and elections committee, the publications committee, the finance committee, and the external relations committee.
Section 5: A list of all members shall be made available to the members annually.
Article III: Officers and Steering Committee
Section 1: The officers shall be a President, a Vice-President who is President-elect, an Executive Secretary, and a Treasurer. The President and Vice-President are ex officio members of the Steering Committee; the Executive Secretary and the Treasurer need not be members of the Steering Committee. The officers shall perform the customary duties of their offices except as otherwise stated.
Section 2: There shall be a Steering Committee consisting of the President, the President-elect, the most recent past President, and six other persons elected by the members of the Society. The Steering Committee is the responsible agent of the Society and has general charge of the affairs of the Society. Its function shall be to formulate and give effect to the major policies of the Society. All standing committees shall report to the Steering Committee. The Steering Committee will hold an annual business meeting to convene by May 15 each year, either electronically or face-to-face. A proposal before the Steering Committee shall be considered adopted if approved by a majority of the Steering Committee. Voting may be conducted by email or at face-to-face meetings held at the biennial meetings of HOPOS or at other times. For the purposes of a face-to-face meeting, a quorum shall consist of five of the nine members. Decisions made by the Steering Committee between general members’ meetings, when ratified by vote, will go into effect immediately (or as agreed upon by the Steering Committee). All proposals adopted by the Steering Committee in the twelve months prior to May 15 shall be advertised to the membership by May 22 of each year. A referendum on any proposal adopted by the Steering Committee shall be included on the ballot for the annual election if and only if a demand for it signed by fifteen members is filed with the Executive Secretary before June 15. The Steering Committee shall be overruled only by an absolute majority of the membership.
Section 3: The Vice-President shall be elected by ballot for two calendar years, followed by two calendar years as President and two additional calendar years as Past President, thus serving a total of six years on the Steering Committee. The terms of office of the other elected members of the Steering Committee shall be three years each, so staggered that the terms of two of these members shall expire each year. Incumbents shall be permitted to run for a second contiguous term but not a third. Terms shall begin on January 1 and expire on December 31. Vacancies in elected positions may be filled by appointment of the Steering Committee.
Section 4: The Executive Secretary and Treasurer shall be elected by the Steering Committee for an indefinite term. The Executive Secretary and the Treasurer shall be responsible to the Steering Committee for administration of their office.
Section 5: Duties of the Executive Secretary. The Executive Secretary is responsible for record keeping as specified in Article VII, collecting membership dues, keeping membership lists, and maintaining conflict of interest compliance as indicated in Article XI. In addition, the Executive Secretary is responsible for the filing of all legal documents, such as those required for incorporation and for the Society's continued tax-exempt status and any others as directed by the Steering Committee.
Section 6: Duties of the Treasurer. The Treasurer is responsible for financial record keeping as specified in Article VII. In addition, the Treasurer is responsible for the receipt and disbursement of funds under the authority of the Steering Committee and for filing tax forms.
Article IV: Elections and Meetings
Section 1: Elections and other business of the Society or of the Steering Committee may be conducted by e-mail and by regular post.
Section 2: Each year, two of the Steering Committee positions will be filled through an election from a set of candidates supplied by the Nominating and Elections Committee. In addition, a new Vice President shall be elected every even-numbered year and a new Nominating and Elections Committee shall be elected in the odd-numbered years. This election will be held between September 1 and October 31. An exception to this date may be made by the Steering Committee for an extraordinary circumstance. The Nominating and Elections Committee shall post an open call for nominations on the HOPOS email list before September 1 and select at least two candidates for Vice President and at least four candidates for Steering Committee members on the ballots. The Steering Committee will select the candidates for the Nominating and Elections Committee.
Section 3: The chair of the Nominating and Elections Committee, or another election officer to be designated by the Steering Committee, will be responsible for distribution of ballots and for counting returns. An official announcement of the voting period and a ballot with information about candidates will be advertised to all members at the time of the election. E-mail votes will be received at a designated e-mail address. Paper ballots will be returned to the election officer by regular mail. Winners will be announced before December 25.
Section 4: The Steering Committee shall be empowered to call face-to-face business meetings of itself or of the entire Society, at least once every two years at the biennial meetings of HOPOS, and pursue meetings via email and the internet at other times. Special meetings may be held at any time.
Section 5: The Steering Committee shall be empowered to call professional meetings of the entire Society. The Steering Committee, in close consultation with the Treasurer, will choose the venue for biennial HOPOS conferences. The Steering Committee will solicit detailed bids for conference hosting over two years in advance, to allow discussion and possible decision on future venue by the Steering Committee at their conference business meeting.
Article V: Committees
Section 1: A Nominating and Elections Committee consisting of three members shall be elected by the members of the Society. At least six members, selected by the Steering Committee, shall be included on the ballot in odd-numbered years as candidates for the Nominating and Elections Committee. Members elected to this Committee will serve a two-year term. The Committee shall be responsible for nominating candidates for Vice-President/President-Elect and for the Steering Committee and shall conduct elections as described in Article IV.
Section 2: A Program Committee consisting of at least six members shall be chosen by June 30 in every odd-numbered year by the Steering Committee. This Committee shall have the full responsibility for creating the program for the biennial meeting. Members of the Program Committee need not be members of HOPOS. It is recommended, but not required, that the Program Committee be divided into two subcommittees, each of which will be responsible for a different historical period.
Section 3: A Publications Committee consisting of at least three members shall be appointed by the Steering Committee. This committee is charged with overseeing all HOPOS publications, including but not limited to proceedings from the biennial meetings, HOPOS-sponsored journals, and the HOPOS newsletter. Membership of this Committee may include, but is not limited to, members of the Steering Committee. Members shall serve renewable two-year terms.
Section 4: The Financial Committee shall be a subcommittee of three members of the Steering Committee chosen by the Steering Committee. This Committee is charged with the oversight of the activities of the Treasurer. The terms of the members of this Committee shall expire when their terms on the Steering Committee expire.
Section 5: The External Relations Committee shall consist of at least three members, at least one of whom is a member of the Steering Committee, who are chosen by the Steering Committee for renewable two-year terms. The charge of this Committee shall be to seek membership for HOPOS in the American Council of Learned Societies and to establish good working relationships with other relevant professional societies and both public and private funding agencies.
Section 6: The Governance Committee shall consist of at least three members, at least one of whom is a member of the Steering Committee, who are chosen by the Steering Committee for renewable two-year terms. The charge of this Committee is to periodically review these Statutes and By-Laws, make recommendations to the Steering Committee for amendments to these Statutes and By-Laws, and to advise the Steering Committee on questions it may have regarding these Statutes and By-Laws.
Section 7: The Steering Committee shall be empowered to create any ad hoc committee that it deems necessary to carry out its business.
Article VI: Execution of Instruments, Deposits And Funds
Section 1. Execution of Instruments. The Steering Committee, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of HOPOS to enter into any contract or execute and deliver any instrument in the name of and on behalf of HOPOS, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind HOPOS by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes. Except as otherwise specifically determined by resolution of the Steering Committee, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of HOPOS shall be signed by the Treasurer of HOPOS.
Section 3. Deposits. All HOPOS funds shall be deposited from time to time to the credit of HOPOS in such banks, trust companies, or other depositories as the Steering Committee may select.
Section 4. Gifts. The Steering Committee may accept on behalf of HOPOS any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.
Article VII: Record-keeping
Section 1: Minutes of Meetings. Minutes of the Steering Committee meetings and general members’ business meeting that usually take place at the biennial meetings of HOPOS shall be kept by the Executive Secretary. Electronic files of the ongoing Steering Committee meetings shall also be kept by the Executive Secretary, who shall be included with the Steering Committee on the HOPOS Steering Committee listserv.
Section 2: Account Books. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of HOPOS’s assets, liabilities, receipts, disbursements, gains and losses, shall be kept by the Treasurer, who shall be included with the Steering Committee on the HOPOS Steering Committee listserv.
Section 3: Membership List. A record of the members of HOPOS, indicating their names and addresses and the class of membership held by each member and the termination date of any membership, shall be kept by the Executive Secretary. This membership list shall be made available to the members annually, preferably electronically.
Section 4: A copy of the Society's Articles of Incorporation and Bylaws as amended to date shall be kept by the Executive Secretary. The Executive Secretary shall make these open to inspection by the members of the Society, preferably by posting them on the internet.
Article VIII: IRS 501(C)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
No substantial part of the activities of HOPOS shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and HOPOS shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Statutes and Bylaws, HOPOS shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of HOPOS shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that HOPOS shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of HOPOS, its assets remaining after payment, or provision for payment, of all debts and liabilities of HOPOS shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Article IX: Amendment of Bylaws
Subject to the power of the members, if any, of HOPOS to adopt, amend or repeal the Statutes and Bylaws of HOPOS and except as may otherwise be specified under provisions of law, any or all of these Statutes and Bylaws may be altered, amended, or repealed and new Statutes and Bylaws adopted by approval of the Steering Committee.
Article X: HOPOS Intellectual Property
HOPOS Inc. owns material designated "copyright HOPOS." Fees will not be charged, products will not be distributed for sale or marketed, and determination of conditions for use of copyright material by others (at no charge) will be made by vote of the HOPOS steering committee.
Article XI: Conflict of Interest Policy
Section 1. Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or member of the Steering Committee or some other committee with Steering Committee delegated powers as defined in Article V above 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.
Section 2. Definitions
1. Interested Person: Any officer, member of the Steering Committee, or member of a committee with Steering Committee delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which HOPOS has a transaction or arrangement,
b. A compensation arrangement with any entity or individual with which HOPOS has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which HOPOS is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article XI, Section 3, a person who has a financial interest may have a conflict of interest only if the Steering Committee or appropriate committee decides that a conflict of interest exists.
Section 3. Procedures
1. 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 Steering Committee and/or the appropriate committee with Steering Committee delegated powers considering the proposed transaction or arrangement.
2. 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, he/she shall leave the Steering Committee or other committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining committee members shall decide whether a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest:
Once the interested person has left the meeting, the Steering Committee or other committee with Steering Committee delegated powers shall determine whether HOPOS 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 Steering Committee or other committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in HOPOS’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.
4. Violations of the Conflicts of Interest Policy:
If the Steering Committee or other committee with Steering Committee delegated powers 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 Steering Committee or other committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the Steering Committee and all committees with Steering Committee delegated powers shall contain:
a. 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 Steering Committee or other committee’s decision as to whether a conflict of interest in fact existed.
b. 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.
Section 5. Annual Statements
Each officer and member of the Steering Committee or other committee with Steering Committee delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of these Statutes and By-laws,
b. Has read and understands the conflict of interest policy contained therein,
c. Has agreed to comply with this policy, and
d. Understands HOPOS 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.
Section 6. Periodic Reviews
To ensure HOPOS operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews of its transaction and arrangements with external entities shall be conducted.
Amended July 8, 2009.