Article I. Objective
The objective of the Corporation shall be to advance in the public interest the understanding and use of the science and technology of the production, processing, and utilization of food and fiber. The objective shall be accomplished by (a) serving as a resource group from which the public and government may seek information, (b) independently identifying subjects on which scientists and technologists can provide useful information, (c) drawing on the expertise of qualified scientists and technologists in relevant disciplines to assemble and interpret the factual information available on the subjects identified, and (d) disseminating the information in usable and effective form to the public, the news media, and the government, as appropriate.
Article II. Memberships
1. Those who are in accord with the objective of the Corporation may be admitted to membership in one of the following classes:
a. Society: Nonprofit scientific societies (generally U.S. national societies that may include some members in other countries) whose principal purposes are advancing science, education, and the scientific and professional interests of their members. Members of this class shall have direct representation on the Board of Directors (see Article IV).
b. Associate society or organization: Nonprofit organizations, including (1) autonomous U.S. societies and their branches that are not classed as scientific societies, (2) autonomous national or regional U.S. scientific societies that do not qualify for society membership because they pay only the dues assessed by CAST of associate society members, (3) U.S. scientific societies that are branches of national societies dealing with the same subject matter, (4) scientific organizations in countries other than the United States, and (5) nonprofit organizations supporting science and scientific research.
c. Individual: Persons who may or may not be members of member societies. Members of this class shall have direct representation on the Board of Directors (see Article IV).
d. Sustaining: (1) For-profit organizations: (a) companies and cooperatives and (b) private financial institutions. (2) Philanthropic organizations. (3) Nonprofit associations that are not operated for scientific purposes, but are organized principally to benefit one or more industries. (4) Public or private institutions or agencies that support science, scientific education, and research.
2. Membership is granted on application and payment of dues, except for proposed member societies, whose application must be approved by the Board of Directors.
3. Membership is terminated automatically by nonpayment of dues. Members in arrears on March 1 for dues for the current year shall be dropped. Membership shall be reinstated for the current year on payment of dues. Membership may also be terminated for due cause, as determined by the Board of Directors. Written notice of proposals to drop members for due cause shall be sent to all members of the Board of Directors 30 days or more in advance of (a) the deadline date for receipt of marked ballots or (b) the meeting of the Board at which the voting is to occur. The notice shall include the basis for the proposed action.
Article III. Officers and Elections
1. The officers of the Corporation shall be the President, President-Elect, Immediate Past President, Executive Vice President, and Treasurer. Each officer shall normally serve approximately one year except for the Executive Vice President, who shall hold office at the discretion of the Board of Directors, and the Treasurer, who shall be appointed to a three-year term by the incoming president in consultation with the Executive Committee and with the approval of the Board of Directors.
2. The President-Elect is elected annually from and by the Board of Directors, and shall succeed automatically to the offices of President and Past President.
3. In preparation for the election of the President-Elect and any representatives of individual members who may be needed on the Board of Directors, the President, after consultation with the Executive Committee, shall appoint a Nominating Committee of five or more members from members of the Board 150 days or more before the fall meeting of the Board. The Nominating Committee shall select two persons as nominees for the office of President-Elect and two nominees for each position as representative of individual members to be filled at the close of the next fall meeting of the Board of Directors. All nominees for President-Elect shall be members of the Board of Directors at the time of their nomination. The Nominating Committee shall attempt to maintain equitable representation of member societies and individual members in selection of nominees, and shall obtain written consent to verify that each nominee is willing to serve if elected. The Nominating Committee shall submit its report to the President and the Executive Vice President 120 days or more before the fall meeting of the Board of Directors. The President or the President's designee, normally the Executive Vice President, shall submit a mail ballot to members of the Board of Directors 90 days or more before the annual meeting of the Board for voting on the nominees for President-Elect and shall submit a mail ballot to individual members for voting on the nominees to represent individual members. Ballots must be received in the office of the Executive Vice President (or as otherwise directed) 60 days before the fall meeting to be counted.
4. Officers, new members of the Executive Committee, and the newly elected representatives of individual members take their new positions at the close of the fall meeting of the Board of Directors.
5. In the event of a vacancy in the office of President, the President-Elect shall assume the office of President for the remainder of the term and then shall become President for the succeeding term. If a vacancy occurs in the office of President-Elect, the person receiving the next highest number of votes shall succeed to the office. If a vacancy occurs in the office of Past President, the most recent Past President available for service shall complete the term. Other questions relative to succession of officers may be resolved by the Board of Directors under the chairship of the President or, in the absence of the President, under the chairship of the most recent available Past President.
6. The President shall be the principal officer of the Corporation. The President (a) shall exercise general supervision and control over the business and affairs of the Corporation, (b) shall preside at meetings of the Board of Directors and Executive Committee, (c) shall provide leadership in promoting the objectives of the Corporation, and (d) shall perform the duties normally associated with the office of President, as well as such other duties as may be prescribed by the Board of Directors.
7. In the temporary absence of the President, the President-Elect shall perform the duties of the President with the authority of the President. The President-Elect shall perform such other duties as may be prescribed by the Board of Directors or the President.
8. The Past President shall serve as counsel to the Board of Directors and the Executive Committee, and shall perform such other duties as may be prescribed by the Board of Directors.
9. The Executive Vice President shall be appointed by the Board of Directors and shall serve at the discretion of the Board. The Executive Vice President shall be the legal representative of the Corporation, shall be responsible for the operation of the Headquarters Office, shall serve as the Secretary, and shall have such other duties as may be prescribed by the Board of Directors.
10. The Treasurer shall be appointed to a three-year term by the incoming President with the approval of the Board of Directors. The Treasurer may be permitted one reappointment, shall be a voting member of the Executive Committee, and shall also serve as Chair of the Budget and Finance Committee. The Treasurer's responsibilities shall include, but not necessarily be limited to, working closely with the Executive Vice President in budget preparation, monitoring income and expenses, and providing general oversight of financial matters. The Treasurer also may sign checks in the absence of the Executive Vice President or President when their signatures are required. The Treasurer shall report at least annually to the Board of Directors reviewing financial matters and budget recommendations.
11. Each Work Group shall elect one representative to a three-year term on the Executive Committee, according to a procedure approved by the Board of Directors. Terms are staggered so that approximately one-third of the representatives are replaced each year.
Article IV. Board of Directors
1. The Board of Directors includes the President as Chair, the President-Elect, the Immediate Past President, the Treasurer, the Executive Vice President (nonvoting), the representative members of the Executive Committee, representatives of member societies, and representatives of individual members. Member societies shall appoint one representative to serve a three year-term on the CAST Board of Directors. The society shall have the option of appointing that representative to an additional three-year term at the society's discretion. Beginning and ending of terms shall be at the fall meeting of the board. Qualifying persons in societies are those classed as the active members, domestic and foreign, who pay dues at the full rate and whose professional activities relate directly to the food-fiber-agriculture-environment continuum. Individual members shall be represented according to a schedule established by the Board of Directors. The Board of Directors may also make provision for ex officio and other nonvoting members.
2. The manner of selection of the representative of member societies for service on the Board of Directors shall be determined by the individual member societies. Member societies may replace at will their representative to the Board of Directors. The representative of individual members shall be selected in accordance with Article III, Sections 3 and 4, and Article IV, Section 1. A person elected from the Board to the Executive Committee or appointed as Treasurer is expected to serve CAST as a whole, and thus no longer serves as a representative of a member society or the individual members, but is replaced. Member society representatives are replaced by action of the member society. Individual member representatives are replaced by the most recent alternate nominee available for service or by a person selected by the normal procedure (Article III, Sections 3 and 4, and Article IV, Section 1) in the following year.
3. The normal term of membership on the Board of Directors shall be approximately three years, and shall begin at the close of the fall meeting of the Board for installation of new personnel. The terms shall be staggered so that approximately one-third of the member society representatives and individual member representatives are replaced each year. To satisfy this requirement, the length of the initial term of persons named as replacements for representatives who did not complete a three-year term may be adjusted as needed.
4. If the representative of a member society is unable to attend a given meeting of the Board of Directors, the president of that society may nominate to the President of the Corporation a substitute representative for the meeting. Substitute representatives shall have the same voting privileges as the regular members of the Board of Directors, except as noted in Article V, Section 6.
5. The time and place of meetings of the Board of Directors shall be determined by the Board or the Executive Committee. Sixty days or more before each meeting, the President, a majority of the Executive Committee, or their designee, normally the Executive Vice President, shall send a written notice to all members of the Board giving the time, place, and purpose of the meeting. A meeting of the Board of Directors shall be held in the fall of each year for installation of officers, new Executive Committee Members, new Board members, and for transaction of such other business as may come before the Board. New representatives to the Board shall be eligible as nonvoting observers to attend the annual meeting, at the close of which they are installed. Other meetings of the Board of Directors may be held as needed, on call of the President or a majority of the Executive Committee. In the event of cancellation of the fall board meeting, November 1 shall be the date of succession of officers and members of the Board of Directors, and shall be used as a basis for election dates.
6. The Executive Vice President shall, within 120 days after the end of the fiscal year, write an annual report on the state and activities of the Corporation. A copy of the annual report shall be distributed to each member of the Board, to the president and the equivalent of the executive vice president of each member society and associate member society, and to each individual and sustaining member.
7. The Board of Directors is the policy-making and governing body of the Corporation. As such, the Board shall make any modifications needed in the Articles of Incorporation and Bylaws. The Board shall establish the dues, administer the property and funds, employ the Executive Vice President and other salaried personnel, vote on admission of member societies, determine the duties of the Executive Committee and officers, and decide on specific projects to be undertaken, suspended, or terminated.
8. The Executive Committee of the Board of Directors shall consist of the President (as Chair), the President-Elect, the Past President, the Treasurer, the Executive Vice President (nonvoting), and one representative from each of the work groups of the Board of Directors as described in Article IV, Section 9. The election of the President-Elect shall be conducted as described in Article III, Section 3. Representatives of the work groups shall serve staggered terms on the Executive Committee of approximately three years. Meetings of the Executive Committee are called by the President or by a majority of the Executive Committee. The meetings are held as needed between meetings of the Board to carry out the policies and duties established by the Board.
9. Each Work Group shall have one representative on the Executive Committee. Each Work Group shall nominate one person, subject to board approval, to serve a staggered, three-year term as a representative on the Executive Committee.
10. If the representative of a Work Group on the Executive Committee is unable to attend a given meeting of the Executive Committee, the chair of that Work Group may designate a substitute representative for the meeting. Substitute representatives shall have the same voting privileges as the regular members of the Executive Committee.
Article V. Decision-Making
1. Unless otherwise specified in this article, issues brought before the Board of Directors or the Executive Committee are decided by a simple majority of the members, including authorized substitutes, who vote.
2. A majority of members of the Board of Directors or a majority of members of the Executive Committee, including authorized substitutes, shall constitute a quorum for the transaction of business by the respective groups.
3. Decisions to undertake new projects shall require a two-thirds majority vote of the members of the Board of Directors, including authorized substitutes, who vote. Decisions on such matters are normally made by the Board of Directors, but the Executive Committee or the President may also authorize new activities that are clearly within the established pattern of activities and on which prompt action is required.
4. Ballots on issues other than revision of the Articles of Incorporation or Bylaws may be sent to the Board of Directors at any time by the President or the President's designee (normally the Executive Vice President), a majority of the Executive Committee, or a majority of the Board of Directors. The issues in question shall be decided by the votes received by the office of the Executive Vice President (or received as otherwise directed) by a date determined by the Executive Vice President but no later than 30 days after the date of distribution of the ballots. Non-election ballots may be mailed, faxed, or e-mailed as determined by the Executive Vice President. Such ballots may be returned by fax, mail, or e-mail. For non-election ballots, the issue may be considered approved or rejected as soon as the required majority of ballots for or against has been received. Unless otherwise specified at the time such ballots are submitted to members of the Board, the decisions reached shall be effective as soon as sufficient ballots are counted with the necessary votes obtained to make a decision or the ballots are counted at the deadline. Ballots shall be counted no later than 10 days after the deadline date for their receipt. Unopened election ballots shall be submitted for counting to two persons who are not members of the Board or the office of the Executive Vice President or the families thereof. A signed statement giving the outcome of the balloting shall be obtained. Ballots on other matters shall be signed or otherwise identified and may be counted by the Executive Vice President or a designee . Ballots received and signed statements giving the outcome of election ballots shall be retained at least one year following the deadline date for their receipt.
5. Amendments to the Bylaws or Articles of Incorporation may be proposed by members of the Board of Directors or by member societies.
6. Proposed amendments to the Bylaws or Articles of Incorporation shall be mailed to each Board member 30 days or more before the meeting of the Board of Directors at which amendments are to be discussed and voted on. Board members unable to attend the meeting may vote in a signed letter, which must be received by the office of the Executive Vice President before the meeting to be counted. If a regular Board member has submitted a mail ballot before the meeting because of inability to attend, a substitute member named to take the place of the regular member at the meeting shall not be eligible to vote on the amendments on which the regular member has voted.
7. The necessity for the 30-day notice for Bylaws and Articles of Incorporation changes described in the preceding section may be waived under the following conditions by the members of the Board of Directors (including authorized substitutes) present in a regular meeting and voting: (a) The motion to waive the 30-day requirement is passed unanimously. (b) The motion to waive the 30-day requirement is passed by a simple majority and the changes in question (1) were mailed fewer than 30 days but more than 5 days before the meeting, and (2)(a) are needed to clarify proposed changes that were submitted previously in writing, or (b) are required [i] to eliminate a conflict between the Bylaws and the Articles of Incorporation, [ii] to sustain the Corporation or to conduct its business in a timely manner, or [iii] to eliminate inconsistencies in the Bylaws that have resulted from prior actions of the Board of Directors.
Article VI. Committees
The President shall appoint (and discharge) such committees and shall assign to them such duties as may be necessary to accomplish the educational and scientific objectives of the Corporation. The President may delegate this responsibility to the President-Elect.
Article VII. Work Groups
The Board of Directors shall designate and discharge such work groups and shall assign to them such duties as may be necessary to accomplish the scientific objectives of the Corporation including developing or reviewing topics for CAST projects. Each member of the Board of Directors, with the exception of the President, President-Elect, Past President, Treasurer, and Executive Vice President, shall serve on one Work Group.
Article VIII. Finances
1. All members pay dues except for individual members who have been designated by associate member societies and sustaining members, as provided in Article II(1)(b) and II(1)(d). Dues are payable on or before the first day of the calendar year for which membership is held. Dues shall be based on the following criteria: (a) For member societies, the annual dues criterion is the number of qualifying persons on society roles on December 1 of the preceding year with a minimum of $500 and a maximum of $5,000 per year. The minimum, maximum and per-member dues shall increase or decrease annually on the basis of the Cost of Living (COL) index. (b) For associate member societies and nonprofit sustaining members, the criterion is the size of the areas they serve (state, regional, or national). (c) For profit-seeking sustaining members, the criterion is the gross revenue related to the food-fiber-agriculture continuum. (d) For individual members, private financial institutions, and philanthropic organizations, the dues shall be determined by action of the Board of Directors.
2. Dues and other income shall be deposited in a general fund from which all expenses are paid or in an endowment fund, unless otherwise authorized by the Board of Directors.
3. The Board of Directors or its designee, normally the Executive Vice President, shall administer the property and funds of the Corporation in conformity with the Articles of Incorporation and Bylaws.
4. The annual budget shall be subject to approval by the Board of Directors.
5. An audit of the Corporation's books and accounts, made by an independent, professional auditing concern, shall be completed and presented to the Board of Directors annually.
6. Funds of the Corporation not otherwise employed shall be deposited or invested as directed by the Board of Directors.
(Version as approved by the Board of Directors in February 1988, by mail ballot in June 1989, and as amended in November 1997, October 1998, March 1999, March 2000, March 2001, and September 2001.)
