ASC By-Laws

PREAMBLE

A dynamic system is recognizable by regularities in its form and its functions. It remains stable for so long as its defining elements, interrelationships, and interactions are sustained. Its ongoing viability in a changing milieu is facilitated by flexibility to adapt as necessary-even to the extent of reorganizing itself. These themes of regularized stability and flexible adaptability will always be at odds with one another.

The guidance of the original 1979 by-laws has afforded the ASC 30 years’ stability. However, no finite set of rules can be so comprehensive as to prevent ambiguities or contradictions when interpreting or applying them in light of novel circumstances. Such novel circumstances have arisen as the Society, its operations, and its venues have changed, and the resulting situations have subjected the original by-laws to occasional question, debate, and even dispute.

These by-laws have therefore been revised to address issues and circumstances arising in our last 30 years’ experience. These revised by-laws emphasize specification of essential structures and processes so as to afford flexibility for the Society’s ongoing operations.

Top of page

Article 1. NAME

This organization’s name is the “American Society for Cybernetics.” Within this document we shall refer to it simply as the “Society.”

Top of page

Article 2. PURPOSES

1. The advancement of cybernetics as a science, a discipline, a meta-discipline, and a practice by:
   • systematically accreting, evaluating and disseminating knowledge about cybernetics and its applications, unconstrained by disciplinary and other boundaries.
   • developing and refining cybernetics’ concepts, ethics, models, research methods and other techniques of inquiry.
   • applying these means to improve systems in the manner cybernetics advocates (e.g., better reflexivity, balance, autonomy, manageability and design).
   • informing the public, educating students, sustaining practitioners, and accrediting cybernetics curricula and graduates.
2. The promotion of cybernetics as basis for an interdisciplinary discourse which:
   • propagates understanding of circular and reflexive systems, their designers’, actors’, observers’, and investigators’ roles, and how change affects all via interrelationship and interactivity.
   • affirms cybernetics’ principles and values in any domain thus addressed (e.g., self-government and deliberative democracy in the domain of politics).
   • creates and nurtures connections between cybernetics and other disciplines, philosophies, sciences, and arts

Top of page

Article 3. Organs

The Society is structured with the following components – called ‘organs’:

Every Society member is a participant in the Membership organ. A member may participate in the other organs if elected or appointed. An individual may hold an elected position in only one of the Trustees, Executive Board, and Ombudsperson organs at any given time.

Top of page

Article 4. Membership

4.1. General Provisions

Individuals who subscribe to the purposes of the Society and pay the prescribed dues may become Society members. Voting members exercise control over the Society by exercising their voting and petition privileges as described in these by-laws. The minimum term of membership will be one membership year, which shall last no longer than a calendar year. New members arriving within a membership year remain effective members until the end of that same membership year. The Membership Committee and Executive Board may set a cutoff date beyond which new subscriptions are attributed to the following membership year. Longer-term memberships (e.g., Life, Emeritus) may also be offered. Long-term memberships in good standing are not subject to revocation or truncation owing to subsequent changes in membership policies or requirements. Individual memberships are subject to review by the Membership Committee (see Article 8). A member whose membership status is being reviewed shall have the right of audience with the Membership Committee. Membership categories, privileges, and requirements may be reviewed and modified as deemed necessary. The Executive Board and the Membership Committee may jointly propose changes. The Executive Board shall have final decision authority over such changes. Changes in membership categories, privileges, or requirements take effect with the first full membership year following their adoption and announcement to the Membership.

4.2. Membership Criteria

An individual may obtain full Society membership in three ways: (a) application for membership plus satisfaction of requirements (e.g., payment of dues) pertaining to the given membership category. (b) formal nomination by the Nominating Committee for membership (exclusive of nominations for Fellow, honorary or other laudatory attributions), plus approval by the Executive Board (e.g., Emeritus members). (c) in extraordinary cases (e.g., to resolve a membership dispute), formal recommendation by the Membership Committee or a prescribed arbiter plus approval by the Executive Board. Only individuals holding full Society membership as defined above may be accorded voting privileges as ‘voting members’. The Society may embed membership subscriptions per item (a) above within other offerings (e.g., conference registration), so long as the subscription requirements (including dues amount) are no less than those imposed upon ordinary applicants. Voting privileges obtained via such embedded subscriptions shall not take effect until the associated offering ends (e.g., the conference’s close). The Nominating Committee may nominate a person for non-voting honorary membership (e.g., Fellow). The Executive Board shall finally decide whether such status will be awarded. On its own motion, the Executive Board may extend limited non-voting membership status and privileges to specific individuals for the convenience of the Society (e.g., to facilitate liaisons with other organizations). Such arrangements are subject to review and renewal for each successive membership year. The available membership categories and associated requirements for a given membership year shall be proposed by the Membership Committee and / or the Executive Board. The applicable dues for a given membership year shall be proposed by the Finance Committee and / or the Executive Board. The Executive Board shall finally decide on all such proposals. A summary of current membership categories, criteria, and dues shall be publicly posted throughout the current membership year. The same data for the next membership year shall be publicly posted and distributed to current members in advance of the annual membership renewal process.

Top of page

Article 5. Trustees

The Trustees organ consists of three to twelve individuals recognized for their ability to support and lend guidance to the Society. Trustees are elected for six year terms by the voting members of the Society, but need not be members of the Society themselves. An individual may continue to serve as Trustee for so long as he / she is nominated and elected. Trustee nominations and elections will occur as often as Executive Board elections, establishing staggered terms of office. The Trustees shall elect their chairman and formulate their rules of procedure, quorum and voting requirements. All Trustees may participate as non-voting observers in meetings of the Executive Board. They may also participate in meetings of the appointed committees. Trustees who are also voting members of the Society naturally retain the associated voting privileges prescribed in Article 9. Trustees shall advise the President and the Executive Board in the implementation of policy and have the right to veto Executive Board decisions no later than two weeks after notification of such decisions. Examples of grounds for such a veto decision include: (a) violation of the Society’s by-laws (b) undue risk or loss to the Society or its prescribed organs (c) undue risk or loss to a member, or set of members, in good standing (d) actions or decisions contrary to the best interests of the Society or the Membership (e) discrimination or victimization Notice of any such veto decision, including a statement of its rationale, shall be communicated to the Executive Board in writing. The Executive Board may call on the voting members to vote via secret ballot to override such a veto. The veto shall be overridden if a number of votes equaling or exceeding a simple majority of the voting membership population are cast in favor of the override action.

Top of page

Article 6. Executive Board

6.1. Responsibilities

The Executive Board is charged with the following core responsibilities: (a) administration of the Society’s general operations (b) administration of the Society’s membership affairs (c) administration of the Society’s financial affairs (d) formulation and revision of policies, rules, plans and strategies (e) decisions on issues arising as Society business (f) recording and reporting its proceedings, decisions, and actions as prescribed herein (g) arranging and conducting the Society’s voting and election activities (cf. Articles 5 and 9) (h) keeping and maintaining the Society’s records

6.2. Members of the Executive Board (Officers)

The Executive Board consists of officers elected from among the Society’s voting members. At a minimum, the Board shall consist of the President as chairman, the immediate Past President, the Vice-President, the Secretary, and the Treasurer. These mandatory positions are the Executive Board’s ‘core offices’. The Executive Board may augment its core offices by establishing additional voting officer positions charged with special areas of responsibility. Such ‘augmented offices’ are subject to the same provisions as core offices with respect to nomination, election, and term of office. Only those officers provided for by this Article may act as voting members of the Executive Board. The Executive Board is empowered to enumerate and organize any constituent officer’s duties and responsibilities other than those specifically prescribed herein. Specifications for officers’ duties and responsibilities shall be documented and made accessible to the Society’s Membership and the Trustees.

6.3. Operation of the Executive Board

The President shall be responsible for implementing and enforcing the policies formulated by the Executive Board, presiding as chairman at Executive Board meetings and at General Business Meetings, and representing the Society before the public. The Executive Board shall formulate the policies of the Society and assist the President in implementing and enforcing these policies. The Executive Board may set its own criteria for determining decisions, so long as said criteria require the consent or consensus of a majority of the Board’s voting members. The Executive Board shall hold meetings at least once each year and distribute its minutes to the Trustees and the Ombudsperson within two weeks after the minutes are reviewed and approved. These minutes will be made available to the Membership within three months after review and approval.

6.4. Election and Term of Office for Executive Board Members

All voting members of the Executive Board shall be elected or otherwise approved as prescribed herein (cf. Article 9) from among the voting members of the Society for a three year term. Routine changes of office every three years shall be staggered with the President-Elect and other elected officers to be chosen no later than 6 months before the current President’s term of office expires. The President-Elect and other officers-elect shall take office when the sitting President’s designated term of office expires, at which time their Executive Board voting privileges become effective. The immediate Past President shall occupy that position by virtue of being the most recent sitting President succeeded by the current President. Under normal circumstances (officers serving their full terms) the immediate Past President shall be accorded that position until his / her second successor as President takes office, at which time his / her first successor becomes immediate Past President. In the event the first successor vacates the Presidency prematurely (for example, by resignation) the Executive Board shall decide whether the current immediate Past President or the first successor should henceforth occupy the position of immediate Past President. In the event a sitting immediate Past President vacates that position, the position will remain vacant until the next Presidential succession. No individual may continuously occupy the same Executive Board core office for more than two consecutive three-year terms unless the Nominating Committee invites the incumbent officer to stand for an additional term, receives his / her agreement to be re-nominated, and reports both the proposed re-nomination and their rationale to the Trustees. The Trustees shall then have two weeks within which they may veto the incumbent officer’s inclusion on the ballot. In the event a sitting officer entered into that office within the prescribed term (e.g., as a replacement via succession or special election), the partial term shall not be included in enumerating that individual’s terms of continuous service for the purposes of these term limit provisions.

6.5. Offices and Officers: Specification and Special Circumstances

The Executive Board may not dissolve any of the Society’s prescribed core offices or establish new prescribed core offices on its own motion. Subject to (a) the consensus, reporting, election and accountability requirements prescribed herein and (b) the requirement that it ensure capability for execution of its core responsibilities, the Executive Board may:

• add or dissolve augmented office(s)
• revise the specifications for any officer’s duties and responsibilities other than those specifically prescribed herein.

In the event of vacancy in an Executive Board office other than the President, the Executive Board may on its own motion fill or mitigate the vacancy by exchange, adoption, or transfer of either offices or responsibilities among the current sitting officers and any officers-elect awaiting installation. Any such actions are subject to the Board’s voted consensus and the reporting and accountability requirements prescribed herein. If deemed necessary, the Board may optionally appoint a qualified interim officeholder for any position other than President to execute the vacant office’s mission pending final election / ratification in accordance with Article 9. In the event the President’s position becomes vacant, the sitting Vice President shall become the President pro tem pending either (a) a special election to fill the vacancy or (b) the scheduled installation of an available President-Elect. If a President-Elect has been chosen but has not yet taken office, the sitting Vice-President may defer pro tem succession in favor of the President-Elect. In the event such pro tem succession is not possible the Trustees may appoint a President pro tem pending a special election. If a vacancy cannot be filled or accommodated from within the current set of elected officers as described above, the Executive Board shall initiate action leading to a special election or process of ratification by the Membership. Such action shall proceed in accordance with the electoral protocol outlined in Article 9.

Top of page

Article 7. Ombudsperson

The Ombudsperson shall be an individual recognized for his / her ability to evaluate decisions made by the Society’s organs and relate them to membership interests and to the Society’s purposes. The Ombudsperson must be a Society member in good standing, but need not be a voting member. The Ombudsperson shall be elected for a three year term, and may continuously serve for so long as he / she is nominated and elected. The Ombudsperson shall have free access to Executive Board meetings, the Committees’ meetings, and the Society’s files. The Ombudsperson shall communicate, provide feedback, and consult with the Executive Board, Trustees and the Membership by any means and at any occasion deemed appropriate.

Top of page

Article 8. Committees and other Executive Board appointments

The Executive Board is empowered to make three types of appointments to support its operations. It must appoint three standing committees (cf. Article 8.1.), and it may optionally appoint working groups and individual titled functionaries (cf. Article 8.2.). All such appointed persons and groups serve an advisory role in support of the Executive Board, but they are not members of the Executive Board per se and do not have voting privileges in Executive Board proceedings. The Executive Board shall publicly post the descriptions for the standing committees, and it shall notify the Membership whenever any new appointment is made or an existing appointment is changed or terminated.

8.1. Standing Committees (Mandatory)

Standing committees are appointed to develop proposals and prepare suggestions for decisions to be made by the Executive Board or by the Membership. There are three mandatory standing committees-the Nominating Committee, the Membership Committee, and the Finance Committee. The Nominating Committee shall be appointed within thirty days after a new President takes office. Its duties are:

• to solicit and evaluate nominations for members to be recognized as Fellows
• to solicit and evaluate nominations for Society awards and other honors
• to forward any such nominations to the Executive Board for review and approval
• to solicit nominations for all elected offices that are or will become vacant
• to assemble and forward the slate of candidates for all Society elections (cf. Article 9)

No member of the Nominating Committee may simultaneously hold a position for which the committee has nominating responsibility. The Membership Committee’s duties are:

• to review and evaluate the membership’s status
• to generate proposals for managing and improving membership affairs
• to propose and develop member outreach strategies
• to rule on issues pertaining to a particular member’s application or status

The Membership Committee shall report and be responsible to the Executive Board. All membership matters other than those listed above are the responsibility of the Executive Board. The Finance Committee shall advise the Treasurer, propose the Society’s budget and dues structure, propose fundraising initiatives, and carry out such initiatives if approved and so directed by the Executive Board.

8.2. Other Appointments (Optional)

Working Groups may be established to address emergent issues, topics, or areas of concern. The Executive Board may also appoint individuals to titled functionary positions for specific purposes or duties (e.g., periodical editor; archivist) as an alternative or supplement to establishing a working group.

Top of page

Article 9. Voting and Election Processes

The Society’s voting members are the final decision authority for matters of Society policies and operations, the election of Society officers, and revisions to the by-laws

9.1 Voting on Society Business Matters

The Executive Board shall convene a General Business Meeting (GBM) open to all Society members no less often than every other calendar year. The Membership may call for a General Business Meeting via a petition signed by no less than one quarter of the current voting members. The Executive Board shall determine the GBM’s time and venue and announce these to the Membership at least one month in advance of the meeting. The President shall normally preside over the GBM. Should the President be unavailable or unable to preside, the Vice President or other elected officer selected by the Executive Board may chair the meeting. The minimal business to be transacted at a GBM shall include:

• A President’s report covering Society activities, plans, officer changes, and election results since the last GBM
• A Treasurer’s report on the financial position of the Society.
• Opportunity for open discussion of any other Society matters, proposals, and voting.

Only voting members of the Society may vote in GBM proceedings. Approval of minutes and reports shall be decided by a simple majority of the voting members attending the GBM. Other motions and matters will be finally decided if both (a) they are affirmed by a simple majority of voting member attendees and (b) this simple majority represents at least 25% of the Society’s total voting membership. GBM minutes shall be compiled and disseminated in accordance with the schedule below.

Society business matters (including matters not finally decided in a GBM) may be submitted to the Membership for voting in a referendum. Any such referendum shall be conducted using the same procedures and criteria outlined for elections (cf. Article 9.2.), with the exception that the Executive Board rather than the Nominating Committee will decide the referendum ballot.

9.2 Election of Officers

General elections shall be held via secret ballot transmittals at regular intervals. Special elections for filling vacant officer positions, as addressed in Article 6, shall be conducted in accordance with the same general protocol as for general elections. The protocol for nominations and elections is as follows:

1. The Board shall notify the Nominating Committee of the need to generate nominations for any and all offices which have become vacant or are scheduled to become vacant.
2. The Nominating Committee shall notify the Membership of each vacancy, solicit nominations for the vacant office, and specify a closure date for receipt of nominations. For general elections, the closure date shall be no earlier than 30 days from the date this notification is issued. For special elections /ratifications the closure date shall be no earlier than 15 days from issuance of this notification.
3. The Nominating Committee shall review all nominees for standing, eligibility and availability, compile a final slate of candidates, and forward this slate to the Executive Board. The Nominating Committee shall nominate at least one eligible and available candidate for each office. Regardless of the Nominating Committee’s own choices, the slate must include candidates nominated by a signed petition of 15 or more voting members, as well as all those eligible and available persons nominated for the Ombudsperson’s office.
4. Upon receipt of the Nominating Committee’s slate, the Executive Board shall arrange for a secret ballot process through which the voting membership can (a) select from among multiple nominated candidates and / or (b) decide ratification for a single nominated candidate, as applicable per position.
5. Secret ballot transmittals may employ postal or electronic distribution channels, so long as all voting members are sent ballots. Each ballot transmittal shall include the list of candidates put forward, instructions for executing and submitting the ballot, and the prescribed voting period.
6. The voting period for such election or ratification purposes shall be no less than 30 days from the date of ballot distribution in the case of general elections. The voting period may be reduced to 15 days in the case of special elections.
7. Upon closure of the announced voting period the candidate(s) with the most votes (selection from among multiple nominees) or a majority of votes in the affirmative (ratification of a single nominee) will be considered elected.
8. If the number of ballots received equals or exceeds one-third of the voting membership, the Executive Board may declare the results final and announce them. Otherwise, the Executive Board shall report the results to the Trustees, afford the Trustees two weeks in which to challenge the results before announcing them, and notify the Membership of the Trustees review. In the event the Trustees challenge any or all the election results, the Board of Directors shall finally decide the election outcome.

9.3 Revisions to the Society By-Laws

Amendments or revisions to these by-laws may be proposed by the Executive Board, the Trustees, or a group of at least 25 voting members. The Executive Board shall compile such proposals and make them available to the voting members for review, along with:

• concise statements of their sponsors’ arguments
• the Executive Board’s own recommendation for each proposed change
• the effective date for each proposed change
• specification of opportunity and means for submitting feedback

The Executive Board shall provide at least 15 days for voting member review and feedback. Upon receipt of voting member feedback, the Executive Board shall decide the final form of the by-laws revisions to be submitted for voting. The Executive Board shall then submit the final draft revisions to the voting membership, along with:

• concise statements of their sponsors’ arguments
• the Executive Board’s own recommendation for each proposed change
• the effective date for each proposed change
• a ballot and / or voting instructions

This second submission will initiate a secret ballot voting process following the procedures used for general and special elections. Revisions will be approved if they receive an affirmative vote of at least two-thirds of the secret ballots received no later than 30 days after submission to all voting members. The default effective date for by-laws changes is the beginning of the next membership year following the membership year in which the changes are approved. Otherwise, the submission may specify an effective date no earlier than the date voting members’ approval is certified and announced.

Top of page

Article 10. Conflict Resolution Processes

In the event of a conflict among organs, officers, or members of the Society, any member who is party to the conflict may submit the matter for conflict resolution. Conflicts shall first be referred to the Ombudsperson for investigation and arbitration. In the event the Ombudsperson is unable to either (a) properly accept the case or (b) resolve the conflict, he / she shall refer the matter onward to the Trustees. Upon receipt of such a referral the Trustees shall convene a panel to serve as an arbitration board. Each organ (Ombudsperson or Trustees) involved in a conflict resolution process is obligated to report its findings and decisions to each other, the parties involved, and the Executive Board within two weeks of making a final determination. Any Ombudsperson or Trustee who is party to the conflict at hand must recuse himself / herself from serving as an arbiter. This conflict resolution protocol may be invoked to address matters involving actions, decisions, or outcomes from the organs and procedures prescribed within these by-laws. However, it may not circumvent or replace any relevant authority or procedure these by-laws specifically prescribe

Top of page

Article 11. Board of Directors

11.1. Structure and Membership

The Society is a registered corporate entity, and as such is required to designate a Board of Directors. The Society’s Board of Directors shall be comprised of at least three persons. Two of these shall be the President and the Chair of Trustees, serving on an ex officio basis (hereafter “the mandatory ex officio directors”). By default, the third director shall be the immediate Past President, also serving on an ex officio basis. Term limit provisions for ex officio directors shall conform to the provisions pertaining to their respective (non-director) offices. In the event either (a) no sitting immediate Past President (cf. Article 6) is available or willing to serve as third director or (b) it is desired that the Board of Directors have more than three members, any unfilled or additional directorial position(s) shall be filled by the nomination and electoral processes outlined in Article 9. The term of office for any such elected director shall conform to the term of office prescribed for Executive Board members (cf. Article 6). No term limit is prescribed for elected directors. In the event the associated office of either mandatory ex officio director (President or Chair of Trustees) is vacant, the organ from which that mandatory directorial position is drawn (Executive Board or Trustees, respectively) shall collectively execute the vacant directorship’s responsibilities and voting privileges pending resolution of the vacancy.

11.2. Responsibilities

The Board of Directors shall be ultimately responsible for ensuring fulfillment of the Society’s obligations in its role as a corporate entity (e.g., corporate registration; tax filings). Specific actions and duties relating to fulfilling these obligations may be assigned to elected officers of the Executive Board (e.g., the Treasurer).

11.3. Emergency Powers

In the event of extraordinary circumstances such that (a) administrative action is necessary to avoid risk or loss to the Society and (b) the Society’s prescribed organs and mechanisms are unavailable for, inapplicable to, or incapable of effectuating the necessary action, the Board of Directors may undertake the necessary action on an emergency basis. Exercise of such emergency power shall obligate the Board’s mandatory ex officio members (the President and the Chair of Trustees) to: (a) report such emergency action and their justification for it to their respective organs within one week, and to the Membership within two weeks, of taking action, and (b) initiate whatever additional actions are required to address the given circumstances and / or their response in accordance with the organs and specifications prescribed herein (e.g., voting by their respective organs; voting by the Membership; revisions to the by-laws).