Bylaws of the System Dynamics Society
updated to August, 2000

BYLAW I. NAME

As specified in the Articles of Organization, this "Corporation shall be known as the 'System Dynamics Society, Inc.,'" hereinafter referred to as the "Society."

BYLAW II. OBJECTIVES

As specified in the Articles of Organization, "the System Dynamics Society, Inc. is a professional society promoting system dynamics through conventions, publication, journals and other activities. The objectives of the Society shall be:

1. to identify, extend and unify knowledge contributing to the understanding of feedback control systems
2. to promote the design of structures and policies to improve the behavior of such systems
3. to promote the development of the field of system dynamics and the free interchange of information about systems as they are found in all fields of endeavor
4. to promote the dissemination of information on such topics to the general public, and
5. to encourage and develop educational programs in the behavior of systems."

"To these ends, the Society proposes to conduct meetings; to publish journals, books and other materials; to cooperate with other organizations interested in the advancement of the practice of system dynamics; to stimulate research; to promote high professional standards; and, in general, to promote the growth of system dynamics and to improve its practice throughout the world."

BYLAW III. MEMBERSHIP

Section 1. Classes of Membership. The society shall have at least the three following classes of membership, each with qualifications, privileges and voting rights as specified in the Bylaws and Policies of the Society.

1. Members. As specified in the Articles of Organization, "Any person who subscribes to the objectives of the Society may become a member of the Society by payments of the subscribed dues, and voting on any amendment of the Articles of Organization. The duration of membership is one year. All members have equal rights, including voting rights. The Bylaws may provide for additional classes of membership without the right to vote or to serve as an officer or director of the Society."
   
2. Student Members. Individuals who are registered as full-time students in an accredited educational institution and who subscribe to the objectives of the society are qualified for student membership.
   
3. Institutional Members. Institutions may be associated with the Society as institutional members if they subscribe to the objectives of the Society and meet all the other qualifications prescribed by the Bylaws and Policies.
   
4. Additional categories. Additional categories of membership may be provided for in the Policies of the Society.

Section 2. Definitions. Hereinafter in these Bylaws and in the Policies the term "individual member" shall mean both members and students members. The term "year" shall mean the fiscal year of the Society.

BYLAW IV. THE POLICY COUNCIL

Section 1. Composition. The Society shall be governed by a Policy Council (also referred to in the Articles of Organization as the Board of Directors and hereafter referred to as the Council) composed of the Executive Committee and from twelve (12) to sixteen (16) other members. The number of members elected to serve on the Council shall be determined by the Council.

Section 2. Authority and Duties. The Council shall be the chief legislative, policy-making, judicial and review body of the Society. It shall have preemptive authority in matters over all officers, individual members, institutional members, applicants, committees, chapters, and other bodies created by the Society. The Council shall establish policies, objectives, and programs for the Society and shall authorize their implementation by means of suitable budgets, resolutions, authority for contracts and expenditures; by creating and staffing positions and committees; by approving appointments; through amendments to the Policies; and by such other actions as it may deem necessary. The Council shall review the manner in which the officers of the Society carry out their respective duties. It shall fill vacancies in the Council in accordance with the manner specified in the Bylaws and Policies.

Section 3. Executive Committee and Duties. The Executive Committee of the Policy Council shall consist of the President, President-Elect, immediate Past-President (hereafter referred to as “Past President”), Founding President, one or more Vice-Presidents as specified by the Council; the Editor of the System Dynamics Review, and the Secretary. The Executive Committee shall be responsible for interpreting and implementing the Bylaws and Policies of the Society as well as preparing draft positions for review by the Policy Council.

Section 4. Removal. Any member of the Policy Council including officers may be removed from office with or without cause by a vote of two-thirds of the members of the Policy Council then in office.

BYLAW V. OFFICERS

Section 1. Title and Authority. The officers of the Society shall be a President; a President-Elect; one or more Vice-Presidents, as specified by the Council; and a Secretary. The responsibility of individual officers, except as prescribed by the Bylaws and Policies of the Society, shall be established by actions of the Council. Only members of the Society may be nominated or hold office.

Section 2. Duties

1. The President. The President shall be the chief executive officer of the Society, performing all duties required by the Bylaws and Policies as well as any additional duties specified by the Council. The President shall preside at all meetings of the Council of the Society.
   
2. The President-Elect. The President-Elect shall serve as a general assistant to the President.
   
3. Vice-Presidents. Vice-Presidents shall plan and administer the affairs of the Society within their particular areas.
   
4. The Secretary. The Secretary shall perform the duties usual to the office of an organization secretary and those required by the Bylaws and Policies and by actions of the Council.

Section 3. Tenure. The tenure of officers shall be as specified in the Bylaws and Policies. An officer shall serve until the end of the Society's fiscal year coinciding with his/her last year in office.

Section 4. Precedence. The order of precedence shall be President; President-Elect; the Vice-Presidents, in the order established in the Bylaws and Policies; and the Secretary.

BYLAW VI. ELECTIONS

There shall be an annual election. Every member in good standing shall be allowed to vote for officers and members to represent them on the Council, in accordance with the election process specified in the Bylaws and Policies of the Society.

BYLAW VII. CHAPTERS

With the approval of the Council, individual members may establish chapters for the furtherance of the objectives of the Society as stated in Article II. Such chapters shall conduct their affairs in accordance with the Bylaws and Policies of the Society. The Council may dissolve a chapter for due cause.

BYLAW VIII. COMMITTEES

There shall be two classes of committees: Standing Committees and Ad Hoc Committees. Standing Committees are created by the Council and report to the Council. The chair of Standing Committees and members to fill vacancies on Standing Committees shall be appointed by the President with the approval of the Council. Standing Committees are designated in the Bylaws and Policies of the Society. The composition and terms of membership shall be in accordance with the Bylaws and Policies.

Any officer wishing assistance in carrying out prescribed duties may appoint Ad Hoc Committees, provided that the term of said committee falls within the officer's own term of office, and provided said committee does not infringe unduly upon the authority of a Standing Committee or an officer of the Society.

All committees shall conduct their business in accordance with such standing rules as the Council may adopt for their guidance.

BYLAW IX. MEETINGS

Section 1. Professional Meetings. The Council shall schedule professional meetings of the Society, including an annual international meeting.

Section 2. General Business Meetings. There shall be at least one general business meeting of the Society each year open to all members and held in connection with a professional meeting of the Society. At these general business meetings, the President shall render a report on the status of the Society, entertain suggestions from members, and transact such other items of business as may be relevant. Other general business meetings may be called at such times and in such a manner as may be determined by the Council.

Section 3. Council Meetings. The Council shall meet as a separate body at least twice each year, once on the day before or after or during the annual international meeting and once during the months of January, February, or March. Council meetings may be called at other times in response to a request by the President or by three other members of the Council, but only upon a one-month advance notice to all members of the Council.

BYLAW X. CHANGES TO THE BYLAWS

1. No article shall be added to these Bylaws and no part shall be amended or annulled, except by formal proposal, followed by opportunity for discussion at a general business meeting of the Society and by a mail or electronic mail ballot.
   
2. Proposal of a change may be made by the Council, or by a petition to the Secretary signed by at least twenty-five members or ten percent of the members of the Society, whichever is smaller.
   
3. The Secretary shall distribute copies of the proposed change to all members of the Society not less than six weeks before a general business meeting, and opportunities shall be given for discussion at this general business meeting.
   
4. Not more than eight weeks after this general business meeting, the Secretary shall distribute to all members copies of the proposed change, an explanation of the purposes for the change, ballot forms, and the effective date of the change if approved.
   
5. A change proposed by the Council may, at the discretion of the Council, be submitted with modifications made in light of the discussion at the general business meeting. A change proposed by petition shall be submitted in the original form, but the Council shall have the right to submit an amendment to the change in light of the discussion at the general business meeting.
   
6. No ballot shall be counted unless marked by a member in good standing to indicate his choice, returned to the Secretary in a sealed envelope bearing the voter's name, and received not later that a date specified by the Secretary on the ballot form, provided that this date is not less that sixty days after the mailing of the ballot.
   
7. The Bylaws may be amended by the affirmative vote of two-thirds of the members qualified to vote and voting, provided that one-quarter of the members qualified to vote participate. The Bylaws may specify the procedure by which amendments are considered.
   
8. The result of the balloting shall be announced to the membership by the Secretary and, if approved, the change shall become effective at the date previously stipulated by the Secretary.

BYLAW XI. POLICIES

Rules and procedures by which the Society shall be managed shall be called Policies of the System Dynamics Society. The Policies of the Society may be adopted, annulled, or amended by an affirmative vote of at least three-fifths of all members of the Council. The Council shall have the authority to interpret the Policies.

Policies may also be adopted, annulled or amended by an affirmative vote of at least three-fifths of the members present at a general business meeting of the Society. All members of the Society shall be given written notice of proposed Policies at least six weeks prior to such a meeting.