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MINUTES OF SPECIAL BUSINESS MEETING OF 4S COUNCIL

September 27th 2022 @ 1:00-3:00PM UTC


Agenda September 27th 2022 @ 1:00-3:00PM UTC

Emma Kowal called the meeting to order at 13:05 PM UTC


ITEM 1 Greetings

In attendance:

Emma Kowal, Amanda Windle, Vivian Choi, Lucy van de Wiel, Barkha Kagliwal, Tim Neale, Misria Shaik Ali, and Noortje Marres. Hsin-Hsing Chen and Laura Watts, Chihyung Jeon, Vivette García-Deister, and Aalok Kandekhar arrived at item 3–4. Luis Campos arrived after the vote for item 5.


Apologies

Duygu Kaşdoğan sent her apologies.


ITEM 3 Explanation of Incorporation

Emma Kowal presented an overview document of changes, and then the articles of incorporation. Questions on the document Incorporating 4S and Charter changes (PDF) was discussed. Kowal opened discussion, and Lucy Van de Wiel asked if the quorum would be easy to achieve at a business meeting? Emma Kowal noted that the quorum will need encouragement. Lucy Van de Wiel, also asked what if someone left early from Council (i.e., president), and you have to wait for another election, what happens if someone has to leave? Kowal showed the clause for the elections Offices and Elections point 2 which showed the answer to the query.


ITEM 4 Explanation of Charter Changes *Hsin-Hsing Chen, Laura Watts and Aalok Kandekhar arrived for items 3–4. Items 3 & 4 were taken at the same time.

Kowal presented the PDF document overview Incorporating 4S and Charter Changes (PDF). And also discussed the policy for the professional ethics committee, and the current processof moving to one digital infrastructure.

Noortje Marres asked about the deletion of the last amendment, to delete the recommendations of the council . . . Is this procedure now described on other by-laws? Kowal showed that the answer is in proposed changes, and that the specific amend was [13:45] . . . There is no reporting requirement in the charter, but regular updates on communication is noted.

Kowal explained the articles of incorporation [13:40].


ITEM 5 Voting on Motions * Vivette and Chihyung Jeon, arrived for item 5.

DRAFT MOTIONS

  1. That 4S Council approves the articles of incorporation.
    VOTE: The motion to approve the articles of incorporation was moved by Tim Neale and seconded by Noortje Marres, and approved by (13) votes, with zero (0) against, and ([0]) abstention. The motion was approved.


That 4S Council Votes to change the charter amendments as follows:


  1. Amendment which was an amendment throughout the Charter—for the word Charter to become Bylaws because it is required by law.
    VOTE: The motion to approve the change the charter amendment 2. was moved by Lucy van de Wiel and seconded by Barkha Kagliwal, and approved by (12) votes, with zero (0) against, and (1) abstention. The motion was approved.


  1. Amendment (II B1) The words ‘Secretary’ and ‘Treasurer’ are added in the first two sentences: The Society shall have a Board of Directors composed of the following elective officers: a President, a President-elect, a Secretary, a Treasurer, and ten Directors, in addition to 6S representatives as referenced in points 3 and 4 below. The term of office for Secretary, Treasurer and ordinary Directors shall be three years. This amend enables Secretary and Treasurer to be elected positions. 
    VOTE: The motion to approve the change the charter amendment 3 (IIB1) was moved by Hsin-Hsing Chen, and seconded by Noortje Marres, and approved by (13) votes, with zero ([0]) against, and ([0]) abstention. The motion was approved.


  1. Amendment (II B2) Replace the existing first sentence with these four sentences: Elections shall take place in a three-year cycle. In year one, a Treasurer and three ordinary Directors shall be elected. In year two, a Secretary and three ordinary Directors shall be elected. In year three, four ordinary Directors shall be elected. This amend enables the Secretary and Treasurer to be elected positions. 
    VOTE: The motion to approve the change the charter amendment 5 (IIB2) was moved by Vivian Choi and seconded by Tim Neale, and approved by (13) votes, with zero (0) against, and (0) abstention. The motion was approved.


  1. Amendment (II B3) Spell out the name of 6S in the first sentence so the Clause reads: One Society for Social Studies of Science Student Section (6S) representative. This amend is to spell out the name of 6S for clarity. 
    VOTE: The motion to approve the change the charter amendment 5 (II B3) was moved by Barkha Kagliwal and seconded by Hsin-Hsing Chen, and approved by (13) votes, with zero (0) against, and (0) abstention. The motion was approved.


  1. Amendment (III D) Replace rules and regulations with policies so the Clause reads: The Board of Directors may adopt policies for the conduct of its business not inconsistent with the Bylaws of the Society. This amend is because rules & regulations, policies are all synonymous terms for governing procedures. 4S has not created Rules and Regulations but does have a few policies. Our lawyer reports that the term policies is more current and is the used by most frequently used by nonprofit organizations. 
    VOTE: The motion to approve the change the charter amendment 6 (III D) was moved by Noortje Marres and seconded by Vivian Choi, and approved by (13) votes, with zero (0) against, and (0) abstention. The motion was approved.


  1. Amendment (V A) Add the sentence Quorum for annual, special, or other meetings of the Society shall be 5% of the current membership. This amend is suggested because currently there is no quorum for business meetings of online voting of the Society. The law requires that a quorum for member meeting is specified. Proposed quorum is 5% of membership, to be made up of in-person and/or online attendees. 
    VOTE: The motion to approve the change the charter amendment 7 (V A) was moved by Hsin-Hsing Chen and seconded by Misria Shaik Ali, and approved by (13) votes, with zero (0) against, and (0) abstention. The motion was approved.


  1. Amendment (V C) To delete this section because it is no longer required as it is superseded by Incorporation. 
    VOTE: The motion to approve the change the charter amendment 8 (V C). was moved by Emma Kowal and seconded by Vivian Choi, and approved by (13) votes, with zero (0) against, and (0) abstention. The motion was approved.


  1. Amendment (VI) To delete Recommendations of the Council shall be reported at the annual business meeting of the Society and such recommendations shall be approved, revised or rejected by majority vote at that meeting. Recommendations, if approved, shall be put to a mail ballot of the Society for ratification by a majority of those voting. And, add the sentence An amendment to the Bylaws shall be approved by a majority vote of the Board of Directors and a majority vote of the membership. The amend is proposed as explained above—members can approve an action (including Bylaw amendments) with or without a meeting by a majority vote, but the 5% quorum requirement needs to be met. Therefore, the process for amending the Bylaws becomes (1) approval by a majority of the Board and (2) approval by a majority of the membership, where the 5% quorum requirement is met (as specified in the amendment to Section V A). 
    VOTE: The motion to approve the change the charter amendment 9 (VI) was moved by Vivian Choi and seconded by Misria Shaik Ali, and approved by (13) votes, with (0) against, and (0) abstention. The motion was approved.


Aalok Khandekar left the meeting at the end of the voting.


ITEM 6 Any Other Business

There were no matters arising. Luis Campos arrived after the vote for item 5 took place.


Emma Kowal called the meeting to close at 02:05 PM UTC.