Article I

The name of the Association shall be the International Association of Wood Anatomists (hereafter the “Association”).

Article II

Governance of the Association shall be vested in an elected Council whose directions shall be implemented by an Executive Secretary and a Deputy Executive Secretary.

Article III

The Association shall be organized and operated exclusively for educational, charitable and scientific purposes. Within the limitations established by the preceding sentence, the Association is organized and shall be operated primarily to advance the knowledge of wood anatomy in all its aspects.

Article IV

The activities of the Association shall be: create an awareness of the place of wood anatomy in science, technology, and conservation of natural resources, for the public good; interchange ideas and information through correspondence and meetings; facilitate the collection, storage, and exchange of research materials; provide rational bases for a consistent terminology and descriptions, to work toward these ends, and to cooperate with others having similar aims in other related fields of plant anatomy; stimulate the publication of scientific articles; encourage and assist the study and teaching of wood anatomy and related fields; promote research in wood anatomy and related fields and to engage in any other activity consistent with the objects of the Association.

Article V

The Association shall consist of Members and Honorary Members.

  1. Members shall be persons who are interested in the study of wood structure.
  2. Honorary Members shall be persons who, in the opinion of the Council, have rendered notable service to the advancement of knowledge of wood anatomy.

Members shall be assessed dues or subscriptions and shall be entitled to receive all official communications of the Association, to attend Member’s meetings, and to be eligible for other Association benefits. Honorary Members shall have the same privileges as Members but shall not be assessed.

Article VI

Application for admission by potential Members may be made in writing directly to the Executive Secretary.

Candidates for Honorary Membership shall either be nominated in writing by two Members of the Association and admission to this category of Membership in this manner shall be controlled by the Council, or such candidates may be considered for Membership at international open meetings of the Association where a majority vote shall be considered binding.

Article VII

The Association, by a majority vote of the Members, shall elect a Council consisting of not more than twelve (12) Members, of who not more than three (3) shall be subjects or citizens of the same country. Members of the Council shall hold office for three (3) years and may retain that office for no more than two consecutive three-year terms. Following a lapse of Council Membership for one three-year term, Members may be elected again for two more consecutive three-year terms. The Council shall fill any vacancy occurring during the term of office of the Council.

Members of the Council and the Executive Secretary shall take office at the beginning of the calendar year following their election.

Business of the Council shall regularly be conducted by correspondence, but the Executive Secretary shall endeavor to arrange meetings of the Council when suitable opportunities arise. Council shall be empowered to conduct business at any such meeting by majority vote of the Council Members present, providing that at least half of the Council Members attend the meeting.

The Council shall elect an Executive Secretary who shall be directly responsible to the Council.

The Council shall, by a vote of two-thirds of its Members, have the power to suspend or expel any Member whose subscription or dues is two years in arrears or whose conduct is deemed by the Council to be prejudicial to the object or to the integrity and good name of the Association. Names of persons to be considered by Council for the actions cited above may be brought to the attention of the Council by the Executive Secretary, by a Member, or by an Honorary Member, but only through the office of the Executive Secretary, and supported by a dossier of charges.

All actions of the Council shall be by simple majority vote, except where specifically stated otherwise in the Constitution.

Article VIII

The term of office of the Executive Secretary shall be three (3) years. The duties and responsibilities of the Executive Secretary shall be as follows:

  1. to maintain the day-to-day operation and to conduct the business of the Association;
  2. to preside at meetings of the Council and Members;
  3. to receive and process forthwith all proper applications for Membership;
  4. to advise the Council of nominations for Honorary Membership and to arrange for the Council to consider all such candidates;
  5. to collect, bank, and disburse Association funds as prescribed in the by-laws;
  6. to maintain all Association records and archives and to cull these periodically of unessential materials;
  7. to provide a clearing house for information of interest to Members and to promulgate this information by formal or informal means, by circular letter, newsletter, or by other form of communication;
  8. to appoint Members to standing or ad hoc committees with the approval of the Council;
  9. to call for and arrange business meetings of the Council and Members at such times and places as may be necessary and convenient;
  10. to call for and arrange scientific meetings under the auspices of the Association;
  11. to refer to the Council for resolution, all matters not specifically covered by the Constitution or by-laws;
  12. to appoint the Deputy Executive Secretary with the approval of the Council;
  13. to delegate certain duties and responsibilities to the Deputy Executive Secretary or to other Members of the Association.

Article IX

The term of office of the Deputy Executive Secretary shall parallel that of the Executive Secretary. The duties and responsibilities of the Deputy Secretary shall be as follows:

  1. to perform the duties of the Executive Secretary in the event of his/her disability;
  2. to provide advice, counsel, and help to the Executive Secretary;
  3. to preside at meetings of Council or Members in the absence of the Executive Secretary.

Article X

The income of the Association shall be derived from dues or subscriptions of Members, from voluntary contributions, or from sale of Association publications. The Council upon recommendation of the Executive Secretary shall review the amount of dues or subscriptions. Ordinary expenditures of funds shall be vested in the Executive Secretary. Proposals for extraordinary expenditures shall be submitted to Council for review and recommendation prior to actual disbursement.

Article XI

The Council shall have power to formulate by-laws for carrying into operation the terms of the Constitution and to alter such by-laws from time to time.

Article XII

The Constitution shall not be altered or amended except by a majority vote of the Members of the Association.

Article XIII

Within the Association, Regional Groups may be established to promote the aims of the Association in a specific part of the World. Regional Committees of at least two Association Members, who will report all major activities to the Executive Secretary, shall administer such Regional Groups. Their appointment can only follow approval by the Council. Scientific meetings organized by a Regional Committee shall be open to all Members of the Association, and shall be announced at a reasonable time before the meeting in the Journal of the Association.

Article XIV

Upon dissolution of the Association, and after paying or making provision for the payment of all debts, liabilities and obligations of the Association and all costs and expenses incurred by the Association in connection with such dissolution, the Council shall distribute the remaining assets of the Association for exempt educational, charitable or scientific purposes, as determined by the Council, to one or more organizations which shall be dedicated to similar purposes as the Association, or to one or more governmental entities for public purposes.

* * * * *

The undersigned, Executive Secretary of International Association of Wood Anatomists, does hereby certify that the foregoing Amended and Restated Constitution was adopted for the Association by the members by ballot in October and November 2007 in which 290 members voted in favor, 3 members voted against, and 9 members abstained.

Regis B. Miller
Regis B. Miller, Executive Secretary

1. Adopted at Paris, July 4, 1931; amended April 6, 1963; amended September 1, 1970; amended July 1, 1972; amended August 1, 1977, amended December 1, 2007.