ARTICLE I. NAME

The name of the society is the Comparative Nutrition Society.

ARTICLE II. PURPOSES

The purposes of the society are to:

1. facilitate communication among scientists interested in comparative nutrition

2. establish and promote a professional concept of comparative nutrition

3. encourage education and professional development in this discipline

ARTICLE III. MEMBERSHIP

Full membership is open to any individual with a post graduate degree who is engaged in research, education, or applications of comparative nutrition. Full members have full voting privileges and may hold office or serve on the Board of Directors. Student membership is open to any person actively pursuing studies in a degree granting institution and whose application is confirmed by the student’s current advisor or department chair. Student members have full voting privileges and may serve on the Board of Directors in a student liaison capacity. Applicants requesting Student membership status that are not concurrently enrolled in a degree granting institution will be reviewed on a case-by-case basis by the Board of Directors. Associate membership is open to individuals who support the goals and mission of the society. Associate members do not have voting privileges and may not hold office or serve on the Board of Directors. Honorary Life membership will be awarded to certain individuals based on their contributions to the society and the scientific discipline of comparative nutrition. The Board of Directors will select Honorary Life members and nominees for Life Membership may be submitted from any voting member. Honorary Life members will have the same rights as Full members. Membership dues will be established by the Board of Directors and reported to the members. The right to membership will be granted to qualified applicants and subject to payment of dues. Application for membership in the Society shall be made electronically and submitted to the Secretary via the CNS website.

ARTICLE IV. BOARD OF DIRECTORS

The governing board of the Society shall be the Board of Directors, comprised of the elected officers, consisting of the President, President Elect, Secretary, Treasurer, and five additional positions: two Members at Large, one Student Liaison (actively enrolled in a degree program at time of appointment), one Young Professional (degree conferral within the previous 10 years), and one Industry Liaison (actively employed in commercial nutrition industry). These individuals will be nominated according to the Bylaws of the Society.

ARTICLE V. TERMS OF OFFICE

The President, President Elect, Secretary and Treasurer will each serve a two-year term. The President Elect succeeds the President. Two Members at Large serve a four-year term (staggered to provide continuity); the designated Student Liaison, Industry Liaison, and Young Professional serve two-year terms.

ARTICLE VI. DUTIES OF THE BOARD OF DIRECTORS

The President shall:

a) preside over all of the Society meetings. The President may authorize the President Elect to temporarily assume this duty

b) serve as Chairperson of the Board of Directors, and

c) perform all other duties that typically fall upon the President of a Society.

The President Elect shall:

a) preside at meetings in the absence of the President,

b) serve as a member of the Board of Directors, and

c) assume the office and responsibilities of the President at the end of the term of the incumbent President.

The Secretary shall:

a) maintain a written record of the proceedings of all Society business meetings including the Board of Directors and membership meetings,

b) confirm eligibility of Student members and maintain a current roster of membership, and

c) serve as a member of the Board of Directors.

The Treasurer shall:

a) maintain the financial records of the Society,

b) collect dues and contributions to the Society and be in charge of all funds,

c) prepare an annual financial report to be submitted to the Board of Directors, and

d) serve as a member of the Board of Directors.

The Board of Directors shall provide supervision, control, and direction of the affairs of the Society, shall determine its policies or changes therein, shall actively pursue its objectives and shall have discretion over the disbursement of its funds. Decisions of the Board of Directors require a simple majority vote. The members of the Board of Directors shall not receive any compensation for their services but may be reimbursed for reasonable expenses incurred in their official capacity.

ARTICLE VII. ELECTIONS

Nominations. Nominations for officers and Members at Large to the Board of Directors may be made by any voting member, declared verbally during the biennial business meeting, or made in writing, and sent to the President before the close of the nomination period. Nominations commence at the biennial business meeting, and close 21 days after the conclusion of the business meeting.

Election. Voting will be by an electronic ballot. The ballot will be distributed to each voting member no later than 45 days after the symposium. The ballot will contain the names of the nominees and space for write-in votes. Ballots will be counted by the President in the presence of at least one teller or other voting member, upon request. Nominees for each respective office receiving the most votes shall be deemed elected. New officers and members of the Board of Directors will be announced by mail within 30 days of the election and shall assume the responsibilities of the Society 1 January following the year in which they were elected.

ARTICLE VIII. RECALL

Any officer or member of the Board of Directors may be removed from office at any time by a two-thirds majority of the entire membership using a secret electronic ballot. Such a recall

election can be called by a petition signed by 20 percent of the voting membership.

ARTICLE IX. CHANGES IN THE BYLAWS

Changes to the Bylaws may be proposed at any time by the Board of Directors, by a majority vote at a Business Meeting, or by petition signed by ten percent of the voting membership. Proposed changes shall be submitted to the entire voting membership and must be confirmed by a two-thirds majority of those members returning marked ballots.

ARTICLE X. DISSOLUTION

In the event that dissolution of the Society becomes desirable, the Board of Directors shall, after paying or making provisions to pay all for the debts, obligations and liabilities of the Society, dispose of all remaining assets to a not-for-profit organization or organizations which are organized and operated exclusively for scientific or educational purposes.