Section 1. Protection of Directors and Officers

The Safe Society shall indemnify its past and present Directors, Officers, committee members, employees, volunteers, and authorized representatives to the fullest extent permitted by applicable law for actions taken in good faith within the scope of their official duties on behalf of the Society.

If a past or present Director, Officer, committee member, employee, volunteer, or authorized representative is made a party to any claim, action, suit, investigation, or proceeding because such person is or was serving in such capacity, the Society may indemnify that person for reasonable expenses, including legal fees, costs, judgments, fines, settlements, and other amounts incurred in connection with such proceeding, provided that the person acted in good faith and in a manner reasonably believed to be in the best interests of the Society.

The Society shall provide indemnification when the person has been successful on the merits or otherwise in defense of the proceeding, to the extent permitted by law.

Section 2. Limits on Indemnification

The Society shall not provide indemnification to any person described in Section 1 if the Board of Directors determines that the person breached or failed to perform a duty owed to the Society and that such breach or failure involved any of the following:

• A willful failure to deal fairly with the Society or its members in connection with a matter in which the person had a material conflict of interest;
• A violation of criminal law, unless the person had reasonable cause to believe that the conduct was lawful or had no reasonable cause to believe that the conduct was unlawful;
• A transaction from which the person received an improper personal profit, benefit, or advantage, or any action taken primarily for personal benefit;
• Fraud, bad faith, or willful misconduct;
• Negligence; or
• Action outside the scope of the person's authorized duties on behalf of the Society.

Section 3. Review and Approval Procedure

Any decision regarding indemnification shall be made by the Board of Directors in accordance with applicable law and in the best interests of the Society.

A person seeking indemnification shall provide reasonable documentation of the claim, proceeding, expenses, and any other information requested by the Board.

The Board may obtain legal advice before approving or denying indemnification.

Section 4. Advancement of Expenses

The Board may authorize the advancement or reimbursement of reasonable legal expenses incurred in defending any claim, action, suit, investigation, or proceeding covered by this Article, subject to applicable law and any terms, conditions, undertakings, or approvals the Board determines appropriate.

Section 5. Liability Insurance

The Society may purchase and maintain liability insurance, including directors and officers liability insurance, to protect the Society and its Directors, Officers, employees, volunteers, committee members, and authorized representatives against liabilities arising from their service to the Society, to the extent permitted by law. Nothing in this Article shall limit the authority of the Society to obtain and maintain such insurance or any other insurance coverage deemed appropriate by the Board.

Section 6. Additional Rights

The indemnification rights provided in these Bylaws shall not be exclusive of any other rights to which a Director, Officer, employee, volunteer, committee member, or authorized representative may be entitled under applicable law, contract, resolution of the Board, or otherwise.

Section 1. Mission Statement

The mission of The Safe Society is to advance science, education, collaboration, and public benefit in the areas of agriculture, food security, sustainable energy, environmental sustainability, and One Health.

The Society seeks to promote integrated solutions that recognize the interconnection among human health, animal health, plant health, soil health, ecosystem health, food systems, and the environment.

Section 2. Purpose and Public Benefit

The purposes of the Society shall be charitable, educational, scientific, and public-benefit purposes within the meaning of applicable nonprofit law and, where applicable, Section 501(c)(3) of the Internal Revenue Code.

The Society shall encourage the development, exchange, and application of scientific knowledge, technical expertise, education, and collaborative action related to agriculture, food security, sustainable energy, environmental protection, ecosystem health, and One Health.

More specifically, the Society may:

• Encourage research, innovation, and scholarly activity in areas related to agriculture, food security, sustainable energy, environmental sustainability, soil health, ecosystem health, climate resilience, and One Health.
• Disseminate scientific, technical, educational, and professional information through meetings, conferences, workshops, training programs, publications, journals, digital platforms, media, and other appropriate channels.
• Support and operate scholarly, educational, and publishing activities, including but not limited to SAFE Journal of One Health and other publications approved by the Board of Directors.
• Conduct programs of public education to increase awareness and understanding of agriculture, food systems, environmental sustainability, One Health, sustainable energy, and related scientific and societal issues.
• Promote the exchange of information, expertise, and best practices among researchers, professionals, students, institutions, organizations, policymakers, communities, regions, and nations.
• Encourage educational institutions, research institutions, professional bodies, and community organizations to include relevant topics in courses, curricula, training programs, degree programs, and capacity-building initiatives.
• Solicit, receive, and administer grants, donations, sponsorships, membership dues, program fees, publication fees, and other lawful forms of support to advance the Society's mission and activities.
• Support research projects, educational programs, scientific meetings, training activities, capacity-building programs, publications, awards, chapters, and other initiatives consistent with the purposes of the Society.
• Recognize individuals, organizations, groups, institutions, agencies, and communities that have made outstanding contributions to agriculture, food security, sustainable energy, environmental sustainability, One Health, or related fields.
• Develop, support, and coordinate local, national, regional, and international chapters, networks, committees, working groups, and partnerships that further the mission of the Society.
• Promote ethical, transparent, inclusive, and evidence-based scientific practice, publishing, review, education, and professional engagement.
• Articulate and advance the Society's positions by encouraging public and private institutions, agencies, organizations, and policymakers to adopt policies, practices, and actions that support agriculture, food security, sustainable energy, environmental sustainability, One Health, and public benefit.
• Issue technical statements, educational materials, reviews, recommendations, constructive comments, or position documents on matters related to the Society's mission, provided that such activities remain consistent with applicable nonprofit and tax-exempt requirements.
• Coordinate and provide expertise for programs, projects, publications, conferences, training activities, and collaborative initiatives in which the Society or its partners are involved.
• Pursue any other lawful objectives, programs, or activities that the Board of Directors determines to be consistent with the mission, purposes, and best interests of the Society.

Section 1. Registered Office

The registered office of The Safe Society required by the State of Indiana shall be located at such place as may be designated by the Board of Directors.

The Board of Directors may change the registered office of the Society from time to time in accordance with applicable law.

Section 2. Principal and Additional Offices

The principal business office of the Society shall be located at such place as may be designated by the Board of Directors.

The Society may also maintain additional business offices, administrative offices, program offices, chapter offices, or mailing addresses at such places as the Board of Directors may determine.

Section 3. Registered Agent

The registered agent of the Society required by the State of Indiana shall be designated by the Board of Directors.

The Board of Directors may change the registered agent from time to time in accordance with applicable law.

Section 1. Eligibility and Admission

Membership in The Safe Society shall be open to any individual, student, researcher, professional, practitioner, group, institution, business, organization, or other entity that supports the mission, vision, and purposes of the Society.

The Society is a global scientific and professional community established to promote interdisciplinary collaboration, knowledge exchange, capacity building, and evidence-based action in the areas of agriculture, food security, sustainable energy, environmental sustainability, and One Health.

The Board of Directors shall determine the categories of membership, membership dues, benefits, privileges, rights, eligibility requirements, and conditions applicable to each membership category.

The Board may revise, add, suspend, or discontinue membership categories or benefits from time to time in the best interests of the Society.

Section 2. Types of Membership

The Society may maintain different categories of membership, including but not limited to:

• Free Membership;
• Paid Membership;
• Student or Early-Career Membership;
• Institutional or Organizational Membership;
• Honorary Membership; and
• Affiliate or Partner Membership.

Free membership may provide open access to public resources, news, newsletters, announcements, open webinars, public events, general Society updates, and opportunities for informal engagement with the Society's global community.

Paid membership may provide enhanced benefits as determined by the Board of Directors. The Society may offer paid membership as a one-time lifetime core membership or under such other dues structure as approved by the Board.

Section 3. Paid Membership Benefits

Paid members may receive such benefits as are approved by the Board of Directors from time to time.

Subject to availability, capacity, and applicable Society policies, paid membership benefits may include:

• Lifetime core membership, if approved under the applicable membership plan;
• Access to members-only resources and materials;
• Eligibility to be considered for service as a Country Representative, Committee Member, working group member, or other Society role;
• Priority access to conferences, workshops, training programs, certificate programs, and Society events;
• Listing in the SAFE Member Directory, where applicable;
• Digital certificate of membership;
• Opportunities to co-organize events, initiatives, workshops, webinars, or collaborative activities;
• Recognition on Society platforms, where appropriate;
• Opportunities for networking, mentoring, professional engagement, research collaboration, and capacity building; and
• Access to other benefits approved by the Board of Directors.

Membership benefits are not guaranteed as fixed entitlements and may be modified by the Board depending on the Society's programs, resources, partnerships, and operational capacity.

Section 4. Free Membership Benefits

Free members may receive general access to selected public and open resources of the Society.

Free membership may include:

• Access to public resources, news, and announcements;
• Participation in open webinars, public programs, and selected events;
• Receipt of newsletters and general Society communications;
• Eligibility to apply for selected working groups, initiatives, or volunteer opportunities, subject to approval;
• Access to information about global activities, chapters, and partner institutions; and
• Informal connection with members of the Society's scientific and professional community.

Free membership does not automatically include members-only resources, directory listing, certificate of membership, eligibility for official leadership positions, priority access to paid programs, or other benefits reserved for paid members, unless otherwise approved by the Board.

Section 5. Dues, Fees, and Payment Rules

The amount of membership dues, fees, payment terms, renewal requirements, refund policies, and related conditions shall be determined by the Board of Directors.

The Board may establish free, paid, lifetime, annual, institutional, discounted, sponsored, waived, or special membership options.

If the Society offers paid lifetime core membership, such membership shall remain subject to these Bylaws, the Society's policies, and the authority of the Board to modify benefits, suspend privileges, or terminate membership for cause.

Payment of dues or fees does not create ownership rights in the Society.

Section 6. Membership Rights and Limits

Membership in the Society shall provide only those rights, privileges, and benefits expressly granted by these Bylaws, the Board of Directors, or applicable Society policies.

Unless otherwise provided by the Board or required by law, members shall not have voting rights in the governance of the Society.

Members shall not have the right to elect Directors, remove Directors, approve corporate actions, bind the Society, represent the Society, enter into agreements on behalf of the Society, or speak officially for the Society unless specifically authorized by the Board of Directors.

Eligibility to serve as a Country Representative, Committee Member, working group member, advisor, volunteer, chapter officer, or other Society role shall be subject to approval by the Board or by persons authorized by the Board.

Section 7. Regions, Chapters, and Representatives

The Society may organize its members into regional, national, local, thematic, or professional groups, chapters, networks, or communities as determined by the Board of Directors.

The Board may establish, approve, modify, suspend, or dissolve membership regions, regional chapters, country chapters, thematic groups, working groups, committees, or representative roles as needed.

Country Representatives, Regional Coordinators, Chapter Coordinators, Committee Members, and similar positions shall serve in advisory, representative, volunteer, or program-support roles unless otherwise authorized by the Board.

No chapter, region, representative, coordinator, committee, or working group shall have independent legal authority to bind the Society, open bank accounts, collect funds, sign contracts, use the Society's name or logo, or represent the Society officially without written authorization from the Board of Directors.

Section 8. Denial of Membership

The Board of Directors shall have authority to deny membership to any prospective member if, in the judgment of the Board, the person or entity has engaged in conduct inconsistent with the Society's mission, policies, Code of Ethics, Code of Conduct, publication ethics, professional standards, or lawful interests.

Membership may also be denied if the prospective member's conduct may be harmful or injurious to the Society, its members, Directors, Officers, chapters, programs, publications, partners, reputation, or activities.

Denial of membership shall require approval by the Board of Directors or by a committee authorized by the Board. The decision shall be final.

A prospective member whose membership is denied shall be notified in writing.

Section 9. Voluntary Withdrawal

Any member may voluntarily terminate membership by providing written notice to the President, Chair, Secretary, Executive Director, or other officer authorized by the Board.

Notice may be delivered by email, mail, online form, or any other method approved by the Society.

Membership shall terminate on the date the notice is received, unless a later date is stated in the notice.

Section 10. Termination for Nonpayment

If a membership category requires payment of dues or fees, membership may be terminated if the member fails to pay the required amount by the applicable due date.

Before termination for nonpayment, the Society may provide written notice of delinquency by email, mail, or other reasonable means.

If the outstanding dues or fees remain unpaid for sixty days after notice, the membership may be terminated.

A former member whose membership was terminated for nonpayment may be reinstated by reapplying or re-registering and paying applicable dues or outstanding amounts, if required by the Board.

Section 11. Member Discipline and Sanctions

The Board of Directors may discipline, suspend, censure, restrict, or expel any member if the Board determines that the member has engaged in conduct materially or seriously prejudicial to the interests, purposes, mission, reputation, governance, publications, chapters, programs, or lawful activities of the Society.

Such conduct may include, but is not limited to:

• Violation of the Society's Code of Ethics, Code of Conduct, conflict of interest policy, publication ethics policy, anti-harassment policy, chapter rules, membership rules, or other Society policy;
• Misuse of the Society's name, logo, website, journal, publications, membership status, chapter status, or official communication channels;
• Misrepresentation of authority to act on behalf of the Society;
• Conduct harmful to the Society, its members, officers, directors, partners, chapters, programs, or reputation;
• Fraud, dishonesty, harassment, discrimination, professional misconduct, or unethical conduct; or
• Any other conduct that the Board determines is inconsistent with the purposes and best interests of the Society.

Section 12. Review and Investigation

A concern or complaint regarding a member may be raised by any person, whether or not that person is a member of the Society.

The Executive Committee, or another committee designated by the Board, shall review the concern and determine whether an investigation or further review is justified.

The Executive Committee may decide by majority vote whether an investigation should be conducted.

If an investigation is approved, the President, Executive Director, Secretary, or another person authorized by the Board may initiate the investigation. The Society may obtain legal, professional, or independent assistance if needed.

After completion of the investigation, the findings shall be presented to the Executive Committee or the Board of Directors for review and decision.

Section 13. Corrective Measures

If the Executive Committee or Board determines that the issue can be resolved through corrective action, the Society may require the member to comply with a specified remedy.

Corrective action may include, but is not limited to:

• Written warning;
• Written apology or correction;
• Removal from a committee, working group, chapter role, representative role, or Society activity;
• Temporary restriction of membership privileges;
• Probation;
• Suspension; or
• Other reasonable action approved by the Executive Committee or Board.

A member placed on probation, suspension, or restricted status may be considered not to be a member in good standing during that period.

Section 14. Expulsion

If the Executive Committee determines that no reasonable remedy is sufficient, it may recommend expulsion of the member to the full Board of Directors.

Expulsion shall require a resolution approved by a majority vote of the Board of Directors, unless a higher vote is required by law or these Bylaws.

The resolution shall state, in reasonably specific terms, the basis for the proposed expulsion and the effective date of expulsion.

Section 15. Notice and Opportunity to Respond

Before expulsion becomes effective, the Society shall provide written notice to the member at least thirty days before the effective date of the proposed expulsion.

The notice shall include the resolution or a summary of the reasons for the proposed expulsion and shall inform the member of the opportunity to respond.

The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion.

If the member does not request a hearing or submit a response within the time provided, the expulsion may become effective on the date specified in the notice.

If a hearing is requested, the hearing shall be conducted at the time and in the manner determined by the Board, consistent with these Bylaws and basic principles of fairness.

The decision of the Board of Directors shall be final.

Section 16. Honorary Members

Honorary membership may be granted by a two-thirds vote of the Board of Directors in recognition of distinguished service, leadership, scholarship, public service, professional contribution, or outstanding support related to the mission and purposes of the Society.

Honorary membership may be granted for life or for a specific period as determined by the Board.

Honorary members may be exempt from payment of membership dues.

Honorary membership shall include only those rights and privileges determined by the Board. Unless otherwise approved by the Board, honorary members shall not automatically have voting rights or eligibility to hold office.

Section 17. Partners and Affiliates

The Society may establish partnerships, affiliate relationships, reciprocal arrangements, institutional collaborations, or partner programs with organizations, institutions, agencies, businesses, societies, networks, chapters, or other entities whose goals are compatible with the mission of the Society.

Persons or entities associated with the Society through partnership or affiliate arrangements shall not automatically be considered full members of the Society.

Partners and affiliates shall not have voting rights, shall not be eligible to hold elected office, and shall not receive all benefits of paid membership unless they separately qualify for and maintain the applicable membership status.

The rights, benefits, fees, obligations, and conditions of partner or affiliate status shall be determined by the Board of Directors.

Section 18. Non-Transferability

Membership in the Society is personal to the member or specific to the approved institution or organization and may not be sold, assigned, or transferred without approval of the Board of Directors.

Section 19. Member Directory and Public Recognition

The Society may maintain a member directory, member profile system, public recognition page, or similar platform for eligible members.

Listing in any directory or public platform shall be subject to Society policy, member consent where required, and approval by the Society.

The Society may remove, edit, suspend, or decline any listing that is incomplete, inaccurate, inappropriate, misleading, or inconsistent with the Society's mission or policies.

Section 1. No Governance Voting by General Members

Membership in The Safe Society, whether free, paid, honorary, affiliate, institutional, partner, or any other category, shall not automatically confer voting rights in the governance of the Society.

Members shall not have the right to elect Directors, remove Directors, approve officers, approve budgets, amend Bylaws, approve corporate actions, or otherwise control the governance of the Society, unless such rights are expressly granted by the Board of Directors or required by applicable law.

The governance and management of the Society shall be vested in the Board of Directors, subject to these Bylaws and applicable law.

Section 2. Annual Society Gathering

The Society may hold an Annual Society Meeting once each calendar year at such time and place, either in person, online, hybrid, or by other electronic means, as determined by the Board of Directors.

The purpose of the Annual Society Meeting may include presenting updates on the Society's activities, programs, chapters, publications, finances, membership, journal activities, strategic plans, awards, and other matters of interest to the Society's community.

The Annual Society Meeting shall be informational, educational, professional, and community-oriented. It shall not constitute a governance meeting of members unless the Board expressly designates a specific matter for member consultation or voting.

Section 3. Forums, Webinars, and Community Sessions

The Society may organize member forums, webinars, town halls, consultations, training sessions, chapter meetings, regional meetings, professional discussions, or other community meetings to promote engagement, education, collaboration, and communication among members.

Such meetings may be open to all members, selected membership categories, chapters, committees, working groups, partners, or invited participants, as determined by the Society.

Participation in such meetings shall not create any right to vote, bind the Society, represent the Society, or direct the actions of the Board of Directors.

Section 4. Notice of Society Meetings

Notice of any Annual Society Meeting, member forum, webinar, chapter meeting, or other Society meeting may be provided by email, website announcement, newsletter, online platform, or any other reasonable method approved by the Society.

The notice may state the date, time, format, place or electronic access method, and general purpose of the meeting.

Unless otherwise determined by the Board, no specific minimum notice period shall be required for informational, educational, professional, or community meetings.

Section 5. Electronic and Hybrid Participation

Any Society meeting, member forum, webinar, chapter meeting, committee meeting, or other gathering may be conducted in person, electronically, or in hybrid form.

Electronic meetings may be conducted through any platform or technology that allows participants to communicate, listen, view, read, submit questions, or otherwise participate in a reasonable manner.

Section 6. Advisory Input from Members

The Board of Directors may, at its discretion, invite members to provide comments, suggestions, nominations, recommendations, feedback, or advisory input on matters related to the Society.

Such consultation may be conducted by meeting, survey, email, online form, electronic vote, discussion forum, or any other method approved by the Board.

Member input shall be advisory only and shall not be binding on the Society, the Board of Directors, officers, committees, chapters, or representatives unless expressly adopted by the Board.

Section 7. Special Society Sessions

The Board of Directors may call special Society meetings, member forums, consultations, or informational meetings whenever the Board determines that such a meeting would serve the interests of the Society.

Special Society meetings may be limited to specific membership categories, committees, chapters, regions, representatives, partners, or invited participants.

No special Society meeting shall have authority to take binding governance action unless expressly authorized by the Board of Directors and permitted by these Bylaws.

Section 8. Conduct of Society Meetings

The President, Chair, Executive Director, Secretary, or any person designated by the Board may preside over an Annual Society Meeting, member forum, webinar, chapter meeting, or other Society meeting.

The presiding person may determine the agenda, order of discussion, speaking time, participation rules, recording rules, and other procedures necessary for the orderly conduct of the meeting.

The Society may record, summarize, or publish meeting proceedings as determined by the Board or authorized officers.

Section 9. Proxies Not Applicable

Because general members do not have governance voting rights unless expressly granted by the Board or required by law, proxy voting by members shall not apply to general Society meetings, Annual Society Meetings, webinars, forums, or other member-participation events.

If the Board expressly authorizes voting on a specific advisory or nonbinding matter, the Board may determine the method, eligibility, timing, and procedures for such voting.

Section 10. Board Meetings Distinguished

Meetings of the Board of Directors shall be governed separately by the provisions of Article VI of these Bylaws.

Nothing in this Article shall limit the authority of the Board of Directors to manage the affairs of the Society, conduct Board meetings, take official action, or make decisions on behalf of the Society.

Section 1. Governing Authority and Fiduciary Responsibility

The Board of Directors shall be the supreme governing and fiduciary authority of the Society. Acting collectively, the Board shall exercise all corporate powers of the Society except to the extent limited by applicable law, the Articles of Incorporation, or these Bylaws.

The Board shall be responsible for the Society's mission, legal integrity, financial stewardship, strategic direction, institutional reputation, and long-term sustainability. The Board shall ensure that the Society is operated as a domestic nonprofit public benefit corporation and exclusively in furtherance of the charitable, educational, scientific, research, community partnership, public outreach, food security, sustainable agriculture, resilient energy, and public benefit purposes reflected in the Articles of Incorporation and these Bylaws.

The Board shall act only through duly authorized Board action, including resolutions adopted at a meeting or by written consent as provided in these Bylaws. The authority of individual Directors, officers, Society Leadership, committees, chapters, employees, volunteers, contractors, agents, and other representatives shall be governed by the delegation, voting, and authorized-signatory provisions of this Article.

In exercising their duties, Directors shall act in good faith, with due care, loyalty, and sound fiduciary judgment, and shall place the interests, mission, reputation, and long-term sustainability of the Society above personal, institutional, or external interests.

Section 2. Composition of the Board

The Board of Directors shall consist of not fewer than three (3) Directors. The initial Board shall consist of the Founding Directors of the Society, who shall serve as the initial governing body responsible for the oversight, governance, and administration of the Society.

The initial governing-person and officer information identified in the Articles of Incorporation shall be recognized for formation and corporate-record purposes. The Board may confirm, continue, modify, or supersede officer assignments and internal governance roles by Board resolution, provided that any required public filing, corporate report, or amendment is made in accordance with applicable law and the Articles of Incorporation.

The Board may increase the number of Directors whenever it determines that additional expertise, representation, or governance capacity will further the mission and strategic objectives of the Society. The number of Directors shall not, under any circumstance, be fewer than three (3).

Each Director shall have one (1) vote and shall possess equal fiduciary responsibilities, regardless of any internal assignment of duties, portfolios, titles, or areas of responsibility. The Board may assign administrative or subject-matter responsibilities among Directors for efficiency, but such assignments shall not expand or reduce any Director's legal authority or fiduciary obligations.

For purposes of this Article, "Society Leadership" means the President, Treasurer, Secretary, Vice Presidents, Executive Leadership, Patrons, Scientific Chairs, Advisory Council members, committee leaders, chapter leaders, representatives, ambassadors, and any other appointed officers, leaders, volunteers, or representatives of the Society.

Society Leadership shall not have Director status solely by virtue of holding an appointed title or role. A person shall serve as a Director only if separately appointed to the Board in accordance with these Bylaws.

Because the Articles of Incorporation state that the corporation may have members, the Board may establish one or more categories of voting or non-voting membership consistent with the Articles of Incorporation and these Bylaws. Unless the Articles of Incorporation or these Bylaws expressly grant a specific governance right to a membership class, membership in the Society shall not confer the right to elect Directors, remove Directors, control Board composition, approve Board actions, or bind the Society.

The Board shall retain exclusive authority over its own composition, including the appointment of additional Directors, acceptance of resignations, declaration of vacancies, and removal of Directors, subject to the voting requirements stated in these Bylaws.

Section 3. Powers and Duties of the Board

Without limiting the general authority stated in Section 1, the Board shall have the authority to:

• establish, review, and revise the Society's vision, mission, strategic priorities, governance framework, and long-term objectives;
• adopt, amend, suspend, or repeal the Bylaws, governance policies, regulations, and other governing documents, subject to any higher voting threshold required by these Bylaws or the Articles of Incorporation;
• appoint, supervise, evaluate, reappoint, suspend, or remove Society Leadership;
• establish, reorganize, merge, suspend, or dissolve Executive Councils, Scientific Committees, Advisory Councils, Working Groups, Task Forces, Chapters, Publications, Programs, and other organizational units;
• approve the establishment, acquisition, operation, suspension, or discontinuation of journals, books, publishing programs, conferences, educational initiatives, research programs, awards, fellowships, scholarships, certifications, partnerships, and other strategic activities;
• oversee the Society's financial affairs, including budgets, financial policies, banking relationships, investments, grants, donations, fundraising activities, major expenditures, and significant financial commitments;
• authorize bank accounts, financial institutions, authorized signatories, financial transaction authority, and financial approval limits;
• approve contracts, memoranda of understanding, strategic partnerships, affiliations, licenses, intellectual property agreements, and other significant legal or contractual obligations;
• ensure compliance with applicable laws, governmental regulations, tax-exempt requirements, reporting obligations, corporate filings, and legal responsibilities applicable to the Society;
• protect and oversee the Society's assets, funds, intellectual property, trademarks, copyrights, domain names, digital platforms, publications, records, databases, confidential information, and reputation;
• approve the creation, modification, suspension, or termination of membership categories, membership policies, member rights and limitations, chapter policies, governance policies, and other institutional policies, provided that any membership structure remains consistent with the Articles of Incorporation and these Bylaws;
• establish and oversee standards relating to ethics, conflicts of interest, scientific integrity, professional conduct, transparency, accountability, diversity, equity, and inclusion;
• review the performance and effectiveness of the Society's leadership, programs, committees, publications, chapters, conferences, and other activities, and take corrective action whenever necessary;
• delegate specific administrative, operational, financial, scientific, legal, or representative responsibilities in accordance with these Bylaws while retaining ultimate governance authority and oversight; and
• decide any matter affecting the governance, administration, property, finances, legal affairs, strategic direction, reputation, or future development of the Society that is not otherwise addressed in these Bylaws.

Unless these Bylaws, the Articles of Incorporation, or applicable law require a higher threshold, Board action shall be taken by majority vote as defined in Section 8.

Section 4. Appointment, Removal, and Status of Directors

The Founding Directors shall assume office upon formation of the Society and shall continue to serve until resignation, removal in accordance with these Bylaws, death, incapacity, or another event creating a vacancy.

Additional Directors may be appointed by majority vote of the Board whenever the Board determines that additional expertise, representation, independence, institutional capacity, or governance continuity would advance the Society's mission and long-term development. In considering appointments, the Board may evaluate professional qualifications, leadership experience, integrity, independence of judgment, commitment to the Society's mission, and ability to contribute meaningfully to the Society.

Consistent with Section 2, Society Leadership and other appointed or volunteer roles shall not confer Director status. Appointment as a Director must be made expressly by Board action in accordance with these Bylaws.

A Director may be removed only by unanimous vote of all disinterested Directors eligible to vote, excluding the Director whose removal is under consideration. Grounds for removal may include incapacity, prolonged inability or unwillingness to perform fiduciary duties, repeated failure to participate in Board governance without reasonable cause, serious misconduct, breach of fiduciary duty, violation of law or Society policy, conduct materially detrimental to the Society, or any circumstance that substantially impairs the Director's ability to serve in the best interests of the Society.

Before final action on removal, the Director whose removal is under consideration shall receive reasonable notice of the proposed action and an opportunity to respond, unless the Board determines that immediate action is required to protect the Society or comply with law.

Section 5. Conflicts of Interest

Each Director shall owe a duty of loyalty to the Society and shall act in good faith and in the best interests of the Society. A Director who has an actual, potential, or perceived financial, personal, professional, institutional, or other conflict of interest concerning any matter before the Board shall promptly disclose the nature of the conflict before deliberation or voting on the matter.

Unless otherwise determined by the disinterested Directors, the conflicted Director shall abstain from deliberation and voting on the matter giving rise to the conflict. An abstention due to conflict of interest shall not be counted as either an affirmative or negative vote.

For any matter involving a conflict of interest, the applicable voting threshold shall be calculated based on the number of disinterested Directors eligible to vote, unless applicable law requires a different standard. For matters requiring unanimous approval, unanimous approval shall mean the unanimous affirmative vote of all disinterested Directors eligible to vote on the matter.

All disclosures of conflicts of interest, recusals, abstentions, and actions taken by the Board in response to such conflicts shall be recorded in the official minutes or written consent records of the Society.

Section 6. Terms, Vacancies, Resignation, and Transition of Records

The Founding Directors shall serve until resignation, removal in accordance with these Bylaws, death, incapacity, or another event creating a vacancy. Any Director appointed after the Founding Directors shall serve for the term determined by the Board at the time of appointment and shall be eligible for reappointment unless the Board provides otherwise.

A vacancy may occur by resignation, death, incapacity, removal, disqualification, expiration of term, or expansion of the Board. A vacancy may be filled by majority vote of the remaining Directors, even if the number of remaining Directors is less than the minimum number otherwise required by these Bylaws, provided that the remaining Directors act for the purpose of restoring or maintaining proper Board composition.

Any Director may resign at any time by submitting written notice to the Board. Unless a later effective date is specified in the notice, the resignation shall be effective upon receipt by the Board, and acceptance of the resignation shall not be required.

If the number of Directors falls below the minimum required by these Bylaws, the remaining Director or Directors shall take reasonable steps to appoint additional qualified Directors as promptly as practicable. Until the minimum number is restored, the remaining Director or Directors may take actions necessary to preserve the Society's legal existence, protect its assets, maintain compliance, and appoint additional Directors.

Upon resignation, removal, expiration of term, or any other cessation of service, a Director shall promptly return or transfer to the Board or its designee all Society records, documents, financial information, passwords, credentials, property, confidential materials, and other assets belonging to the Society.

Section 7. Board Meetings

The Board shall meet regularly to review the Society's governance, strategic direction, financial position, legal compliance, programs, publications, and overall affairs. Unless otherwise determined by the Board, the Board shall hold at least four (4) regular meetings each calendar year, with additional meetings convened as necessary.

A special meeting of the Board may be called by any Director whenever circumstances require Board consideration. The Director calling the meeting shall provide notice of the purpose of the meeting to the remaining Directors, together with reasonable notice whenever practicable.

Notice of a regular or special meeting may be provided by electronic mail, telephone, video conferencing platform, messaging application, written notice, or any other reliable means of communication reasonably expected to reach all Directors. Unless circumstances require earlier action, notice should be provided at least seven (7) days before a regular meeting and at least forty-eight (48) hours before a special meeting.

Meetings may be conducted in person or by electronic means, including video conference, teleconference, or other technology that permits participating Directors to communicate with one another substantially simultaneously. Directors participating electronically shall be deemed present for purposes of quorum and voting.

The Board may invite Society Leadership, legal counsel, auditors, consultants, or other individuals to attend all or part of a Board meeting when their expertise or participation is useful. Such individuals shall participate in a non-voting capacity unless they are also Directors.

Section 8. Quorum, Voting, and Action Without Meeting

A quorum shall consist of a majority of the Directors then serving and eligible to participate in the matter under consideration. No official Board business may be conducted without a quorum, except actions necessary to adjourn the meeting, schedule a subsequent meeting, preserve the Society's legal existence, or restore the Board to the minimum number of Directors required by these Bylaws.

Each Director shall have one (1) vote on each matter properly presented to the Board. Directors shall exercise their voting rights personally and may not vote by proxy or delegate their vote to another person.

Unless these Bylaws, the Articles of Incorporation, or applicable law require a higher threshold, Board action shall be approved by the affirmative vote of a majority of the Directors present and eligible to vote at a meeting at which a quorum is present.

The following actions shall require the unanimous affirmative vote of all disinterested Directors eligible to vote:

• removal of a Director;
• voluntary dissolution of the Society, subject to the asset-distribution requirements stated in the Articles of Incorporation and applicable law;
• merger or consolidation of the Society with another legal entity;
• sale, transfer, or disposition of substantially all assets of the Society;
• amendment of the Articles of Incorporation;
• amendment of any provision of these Bylaws materially affecting the composition, authority, fiduciary powers, or voting rights of the Board of Directors; and
• any other action that these Bylaws, the Articles of Incorporation, or applicable law expressly require to be approved unanimously.

A Director who is required to abstain because of a conflict of interest shall not be counted as eligible to vote on that matter. The required voting threshold shall be calculated after excluding any Director who is required to abstain, unless applicable law requires a different calculation.

The Board may take action without convening a meeting if all Directors eligible to vote on the matter unanimously consent to the action in writing or by electronic communication. An action approved by unanimous written consent shall have the same force and effect as action taken at a duly convened Board meeting and shall be recorded with the Society's official records.

The result of each Board vote, including majority approvals, unanimous approvals, objections, abstentions, and recusals, shall be recorded in the official minutes or written consent records of the Society.

Section 9. Delegation of Authority and Authorized Signatories

The Board may, by majority vote, delegate specific administrative, financial, operational, scientific, legal, or representative authority to one or more Directors, Society Leadership, committees, employees, contractors, agents, or other authorized individuals whenever such delegation is in the best interests of the Society. Delegated authority shall be limited to the scope approved by the Board and shall not diminish the Board's ultimate governance, fiduciary, or oversight responsibilities.

The Board may designate one or more authorized signatories to execute documents and conduct official business on behalf of the Society. Such authority may include, to the extent expressly authorized by the Board:

• opening, maintaining, and closing bank or financial accounts;
• signing checks, payment authorizations, wire transfers, and other banking instruments;
• executing contracts, agreements, memoranda of understanding, grants, licenses, leases, and other legal or commercial documents;
• filing applications, registrations, reports, tax documents, regulatory filings, and other official documents with governmental authorities, regulatory agencies, funding organizations, accreditation bodies, publishers, financial institutions, or other entities;
• signing documents relating to the Society's journals, publications, conferences, intellectual property, memberships, partnerships, chapters, and other approved activities; and
• performing any other duties specifically authorized by Board resolution.

The Board may establish limitations on delegated authority, including financial approval limits, dual-signature requirements, reporting obligations, approval procedures, expiration dates, or any other conditions the Board considers appropriate for the protection of the Society.

No person or organizational unit acting on behalf of the Society shall bind the Society to any legal obligation, financial commitment, contractual agreement, governmental filing, or other official action unless authority to do so has been expressly granted by these Bylaws or by Board resolution.

The Board may modify, suspend, revoke, or reassign any delegated authority or authorized signatory designation at any time by majority vote. All delegated authority shall remain subject to the continuing supervision and final authority of the Board.

Section 10. Records, Committees, and Minutes

The Board may, by majority vote, establish standing committees, special committees, advisory committees, working groups, or task forces whenever it determines that such bodies will assist in carrying out the mission, governance, programs, or strategic objectives of the Society. The Board shall define the purpose, authority, composition, responsibilities, reporting requirements, and duration of each such body.

Each committee, working group, task force, chapter, council, or other organizational unit shall act only within the purpose, authority, and limitations approved by the Board. Any authority to bind the Society must be expressly granted in accordance with Section 9.

The Board shall maintain complete, accurate, and permanent records of its governance activities. Such records may include the Articles of Incorporation, Bylaws and amendments, Board resolutions, meeting notices, agendas, minutes, written consents, governance policies, financial approvals, committee reports, official correspondence, and any other records required by law or determined necessary by the Board.

Minutes shall be prepared for each Board meeting and shall include the date, time, location or meeting platform, Directors present, matters considered, resolutions proposed, voting results, abstentions, recusals, and actions taken by the Board. Minutes shall become part of the permanent corporate records after approval by the Board.

Board resolutions and unanimous written consents shall be recorded and preserved as part of the permanent records of the Society. The Society may maintain records in paper, electronic, or other secure formats approved by the Board.

The Board may adopt policies governing record management, retention periods, archival procedures, access to records, certification of records, confidentiality, and secure disposal of records when no longer required. The Board shall determine who is authorized to maintain, access, certify, release, or otherwise manage official Society records, and may delegate such responsibility by Board resolution subject to continuing Board oversight.

Section 11. Secretary and Treasurer

The Board of Directors shall appoint a Secretary and a Treasurer from among the Directors or from other qualified individuals, as determined by the Board. The Secretary and Treasurer shall serve as Society Leadership and shall not, by virtue of holding such office, possess Director status or voting authority on the Board unless separately appointed as a Director.

The Secretary shall be responsible for maintaining or overseeing the official records of the Society, including minutes of Board meetings, resolutions, notices, and other corporate records; shall ensure that required notices are given; and shall maintain custody of the Bylaws and other governance documents. The Board may authorize an assistant secretary or other person to assist with recordkeeping duties.

The Treasurer shall be responsible for overseeing the financial records, accounts, receipts, disbursements, budgets, financial reports, and financial procedures of the Society, subject to the authority of the Board, and shall report on the financial condition of the Society as requested by the Board. The Treasurer may be granted authority to sign checks, approve payments, access bank accounts, or conduct financial transactions only as authorized by the Board and applicable financial policies. Any financial signature authority granted to the Treasurer shall terminate upon expiration of the Treasurer's term, resignation, removal, incapacity, or other termination of service, unless otherwise approved by the Board.

The Secretary and Treasurer shall be appointed, reappointed, and removed in accordance with Section 4 of this Article, and shall be subject to the same fiduciary, conflict-of-interest, and confidentiality obligations applicable to Society Leadership generally.

Section 12. Confidentiality

Each Director shall preserve the confidentiality of all non-public information obtained through service to the Society, including governance deliberations, financial information, legal matters, contracts, strategic plans, grant proposals, personnel matters, intellectual property, donor information, unpublished research or publications, membership information, passwords, credentials, and any other confidential or proprietary information belonging to the Society.

No Director shall disclose, copy, distribute, misuse, or use confidential information for personal benefit or for the benefit of any other individual or organization except as authorized by the Board or required by applicable law. The duty of confidentiality shall continue after a Director resigns, is removed, or otherwise ceases serving the Society.

The Board may classify information as confidential, privileged, restricted, internal, or public, and may establish policies governing access to, handling of, storage of, and disclosure of Society information. Directors and other authorized individuals shall comply with such policies.

Indemnification of Directors, officers, committee members, employees, volunteers, and authorized representatives of the Society is governed by Article I of these Bylaws.

Section 13. Final Authority of the Board

Consistent with Section 1, the Board retains final authority to oversee, interpret, and resolve governance matters not otherwise controlled by applicable law or the Articles of Incorporation.

Society Leadership, members, employees, volunteers, contractors, agents, committees, chapters, councils, and other organizational units shall operate under the authority and oversight of the Board and may exercise only those powers granted by the Articles of Incorporation, these Bylaws, or Board resolution.

The Board shall have authority to interpret these Bylaws, resolve questions concerning their application, determine the scope of delegated authority, and decide governance matters not expressly addressed in these Bylaws, provided that such actions are consistent with applicable law, the Articles of Incorporation, and the charitable purposes of the Society.

No action, policy, resolution, agreement, representation, or decision adopted by Society Leadership or any committee, chapter, council, employee, volunteer, contractor, agent, or other organizational body shall supersede, modify, or conflict with a lawful decision or resolution of the Board unless subsequently approved by the Board or required by law.

In exercising its authority, the Board shall remain accountable to the Society's mission, charitable purposes, legal obligations, and long-term institutional interests, and shall ensure that decisions are made in good faith, with integrity, transparency, and sound fiduciary judgment.

If any provision of this Article is interpreted in connection with the Articles of Incorporation, the provisions shall be read together to preserve the Society's domestic nonprofit public benefit status, charitable and public benefit purposes, founder-led Board governance model, membership structure, and compliance with applicable law. If a direct conflict cannot be harmonized, the Articles of Incorporation and applicable law shall control to the extent required.

Section 1. Executive Council

The Executive Council shall serve as the principal executive leadership body of the Society. It shall support the implementation of the Society's mission, strategic priorities, scientific initiatives, educational programs, publications, conferences, international collaborations, and other activities, subject to the governance and oversight of the Board of Directors.

The Executive Council shall consist of:

• Patron(s)
• President
• Vice Presidents

Members of the Executive Council shall be appointed by the Board of Directors and shall serve for such terms and under such conditions as determined by the Board.

Except as otherwise provided in these Bylaws, members of the Executive Council shall serve in executive and advisory capacities and shall not possess governance, fiduciary, or voting authority reserved exclusively to the Board of Directors unless separately appointed as Directors.

Section 2. Patron

The Board of Directors may appoint one or more Patrons in recognition of their distinguished achievements, outstanding contributions, or exceptional support for the Society and its mission. The Patron shall serve as an honorary ambassador of the Society and provide strategic guidance, mentorship, and advice to the Board of Directors, President, Executive Council, and other leaders of the Society.

The Patron may represent the Society at national and international events, promote the Society's mission, facilitate collaborations and partnerships, and support the advancement of its scientific, educational, and public engagement activities. The Patron may be invited to attend meetings of the Board of Directors, Executive Council, or committees in a non-voting advisory capacity.

The Patron shall not be considered a Director or an Officer of the Society solely by virtue of holding the position of Patron and shall not possess governance, fiduciary, or voting authority unless separately appointed to such office.

Section 3. President

The President shall serve as the chief executive leader of the Executive Council and shall provide strategic leadership in advancing the mission, vision, and objectives of the Society. The President shall represent the Society nationally and internationally, promote scientific excellence, strengthen partnerships, and oversee the implementation of the Society's strategic initiatives.

The President shall preside over meetings of the Executive Council, coordinate the activities of the Vice Presidents, Scientific Committees, Advisory Council, and other appointed leaders, and ensure effective collaboration throughout the Society. The President may recommend committees, working groups, and special initiatives for consideration by the Board of Directors.

The President shall advise the Board of Directors on matters relating to the Society's scientific, educational, and organizational activities and shall perform such additional duties as may be assigned by the Board. Except where expressly authorized by these Bylaws or by the Board, the President shall not exercise governance powers reserved exclusively to the Board of Directors.

Section 4. Vice Presidents

The Society may appoint one or more Vice Presidents, each assigned responsibility for a specific functional portfolio. Vice Presidents shall serve as members of the Executive Council and provide strategic leadership, expert guidance, and recommendations within their designated areas. They shall perform duties assigned by the President or the Board of Directors and shall not possess governance or voting authority reserved to the Board unless separately appointed as Directors.

The Society may establish, modify, combine, or discontinue Vice Presidential portfolios as determined by the Board of Directors. Functional portfolios may include, but are not limited to:

• Vice President – Research & Innovation
• Vice President – Publications & Journals
• Vice President – International Affairs
• Vice President – Education & Capacity Building
• Vice President – Conferences & Scientific Events
• Vice President – Membership & Chapters
• Vice President – Partnerships & Industry
• Vice President – Policy & Government Relations
• Vice President – Digital Strategy & Communications

Each Vice President shall provide leadership within their assigned portfolio, recommend strategic initiatives, facilitate collaboration with relevant committees and external partners, and perform additional responsibilities assigned by the President or the Board of Directors.

Section 1. Establishment

The Board of Directors may establish Scientific Committees to advance the Society's scientific mission in areas aligned with its objectives and strategic priorities.

Each Scientific Committee shall be led by a Chair appointed by the Board of Directors and may include one or more Co-Chairs and Committee Members.

Scientific Committees may include, but are not limited to:

• Chair – Soil Health
• Chair – Human Health
• Chair – Animal Health
• Chair – Environmental Health
• Chair – Sustainable Agriculture
• Chair – Food Security
• Chair – Sustainable Energy
• Chair – Water & Ecosystem Health
• Chair – Climate Change & Resilience

Scientific Chairs shall provide scientific leadership within their respective fields, promote interdisciplinary collaboration, support conferences and publications, recommend scientific priorities, establish working groups when appropriate, and advise the Executive Council and Board of Directors on matters within their areas of expertise.

Scientific Chairs shall serve in scientific leadership roles and shall not possess governance or voting authority reserved to the Board of Directors unless separately appointed as Directors.

Section 1. Advisory Council

The Society may establish an Advisory Council composed of distinguished scientists, academicians, professionals, policymakers, industry leaders, and other individuals whose expertise supports the mission and strategic objectives of the Society.

Members of the Advisory Council shall be appointed by the Board of Directors upon recommendation of the President or Executive Council.

The Advisory Council shall provide independent scientific, technical, strategic, and professional advice to the Board of Directors, President, Executive Council, Scientific Committees, and other organizational units. Members may assist in identifying emerging priorities, strengthening international collaborations, mentoring members, promoting the Society, and supporting the development of programs, publications, conferences, and other initiatives.

The Advisory Council shall serve solely in an advisory capacity and shall not possess governance, fiduciary, executive, or voting authority unless separately appointed as Directors or Officers of the Society.

The Board of Directors shall determine the composition, size, terms of appointment, reappointment, responsibilities, and removal of Advisory Council members.

Section 1. Scope

This Article shall apply to all appointed leadership positions of the Society other than members of the Board of Directors. Such positions may include, but are not limited to, the Patron, President, Vice Presidents, Scientific Chairs, Co-Chairs, members of the Advisory Council, committee leaders, chapter leaders, country representatives, ambassadors, and any other leadership positions established by the Board of Directors.

Individuals appointed under this Article shall serve in executive, scientific, advisory, representative, or operational capacities. Appointment to any such position shall not constitute membership on the Board of Directors and shall not confer governance, fiduciary, or voting authority reserved exclusively to the Board of Directors unless the individual is separately appointed as a Director.

Section 2. Appointment Authority

All Executive Leadership positions shall be established and filled by majority vote of the Board of Directors. The Board of Directors shall have sole authority to appoint, reappoint, modify, suspend, discontinue, or abolish any Executive Leadership position whenever it determines such action to be in the best interests of the Society.

The Board may consider recommendations from the President, Executive Council, Scientific Committees, Advisory Council, or other leaders; however, all appointments shall become effective only upon approval by a majority vote of the Board of Directors.

Section 3. Qualifications

Appointments shall be based upon merit, professional qualifications, leadership ability, scientific or technical expertise, integrity, commitment to the mission of the Society, and the individual's ability to contribute meaningfully to the advancement of the Society.

The Board of Directors may establish additional qualifications or eligibility criteria for any specific leadership position whenever appropriate.

Section 4. Terms of Office

Unless otherwise determined by majority vote of the Board of Directors:

• The President shall serve a term of one (1) year and shall be eligible for reappointment.
• Each Vice President shall serve a term of one (1) year and shall be eligible for reappointment.
• Each Scientific Chair and Co-Chair shall serve a term of one (1) year and shall be eligible for reappointment.
• Members of the Advisory Council shall serve a term of one (1) year and shall be eligible for reappointment.
• A Patron may be appointed for a fixed term, renewable term, honorary term, or continuing honorary appointment, as determined by the Board of Directors.
• Committee Chairs, Working Group Chairs, Chapter Leaders, Country Representatives, Ambassadors, and other appointed leaders shall serve a term determined by the Board of Directors and shall be eligible for reappointment unless otherwise specified.

Completion of any term shall not create an automatic right to reappointment.

Section 5. Reappointment

Upon expiration of a term, the Board of Directors may, by majority vote, reappoint an individual to the same position, appoint the individual to another leadership position, appoint a successor, merge or reorganize leadership positions, or leave the position vacant if determined to be in the best interests of the Society.

In considering reappointment, the Board may evaluate participation, leadership, professional conduct, contributions to the Society, and the future needs of the organization.

Section 6. Acting or Interim Appointments

Whenever a leadership position becomes vacant or the incumbent is temporarily unable to perform the duties of office, the Board of Directors may, by majority vote, appoint an Acting or Interim leader to serve until a permanent appointment is made or until the Board determines that the temporary appointment is no longer required.

Section 7. Vacancies

A vacancy may occur through resignation, death, incapacity, removal, expiration of term, prolonged inactivity, loss of eligibility, conflict of interest, or any other circumstance determined by the Board of Directors.

The Board of Directors may, by majority vote, fill the vacancy for the remainder of the unexpired term, appoint a successor for a new term, or determine that the position shall remain vacant.

Section 8. Resignation

Any appointed leader may resign at any time by submitting written notice to the President or the Board of Directors. The President shall submit any resignation directly to the Board of Directors.

Unless otherwise specified in the notice, the resignation shall become effective upon its receipt.

Section 9. Removal

The Board of Directors may remove any appointed leader by majority vote, with or without cause, whenever it determines that such action is in the best interests of the Society.

Grounds for removal may include, but are not limited to:

• Failure to perform assigned duties;
• Repeated failure to participate in Society activities or meetings;
• Conduct inconsistent with the mission, objectives, or reputation of the Society;
• Ethical misconduct or professional misconduct;
• Breach of confidentiality;
• Conflict of interest;
• Misuse of office or Society resources; or
• Any other circumstance the Board determines to be detrimental to the Society.

The Board may, at its discretion, provide the individual an opportunity to respond before making a final decision.

Section 10. Duties and Authority

Executive Leaders shall perform the duties assigned to their respective positions by these Bylaws, the Board of Directors, or the President, as applicable.

Executive Leaders may provide strategic leadership, scientific guidance, professional advice, operational support, and recommendations within their respective portfolios; however, they shall not independently establish Society policy, bind the Society to legal or financial obligations, or exercise powers reserved exclusively to the Board of Directors unless expressly authorized by the Board.

Section 11. Compensation

Executive Leadership positions shall be voluntary and uncompensated unless otherwise approved by majority vote of the Board of Directors.

The Board may authorize reimbursement of reasonable expenses incurred while performing approved Society duties in accordance with the Society's financial policies.

Section 12. Conflict of Interest

All Executive Leaders shall act in the best interests of the Society and shall comply with all Conflict of Interest, Ethics, and Confidentiality policies adopted by the Board of Directors.

Any actual, potential, or perceived conflict of interest shall be promptly disclosed and managed in accordance with applicable Society policies.

Section 13. Transition of Office

Upon completion of a term, resignation, removal, or reassignment, every Executive Leader shall promptly transfer all Society records, files, correspondence, passwords, credentials, property, documents, and other materials relating to the office to the Society or to the successor designated by the Board of Directors.

Section 14. Final Authority

The Board of Directors shall retain final authority over the interpretation, implementation, amendment, administration, appointment, continuation, and removal of all Executive Leadership positions established under this Article. Any matter not expressly addressed in this Article shall be decided by majority vote of the Board of Directors, and such decision shall be final.