Bylaws
Legal Registration
The Association shall be registered with the following name: North American Plant Phenotyping Network (NAPPN)
Address: North American Plant Phenotyping Network, 975 N Warson Road, Saint Louis, MO 63132
The financial year is the calendar year (subject to Executive Board)
The Association is politically and denominationally neutral and pursues non-profit purposes according to non-profit status designation in North American countries (i.e., Canada, the United States of America, and Mexico)
Overview
A grand challenge for our society is providing essential resources for the maintenance and development of humanity, including adequate and healthy food/feed/energy supplies, in a sustainable way given limited land, water, and nutrients. Plants have been and will continue to be essential elements in solving this challenge. In order to advance sustainable crop production, it is imperative that we advance and integrate scientific knowledge across scales, from molecular to organismal to field to ecosystem, that will enable the acceleration of genetic improvement, development of agronomic practices and definition of sound policy for agricultural production and utilization of plants today and in the future. Accurate, purposeful and robust phenotyping of plants enables quantitative analyses and prediction of plant form, function and productivity of plants for current and future climate and production systems. Such analyses and predictions depend on the continued development and use of innovative technological approaches targeting relevant traits or the organism. Many of these phenotypic traits are dynamic and result from interactions between genetics, molecular, biochemical and developmental processes, physiological responses, environmental cues and resources, and management decisions. Faced with such complex dynamical systems, the goal of the NAPPN is to increase the visibility and impact of plant phenotyping and facilitate communication and cooperation within the plant phenotyping and with related communities. An important part of this goal is the broadening of the phenotyping community beyond traditional disciplinary boundaries and promoting best scientific practices. Specifically recognizing the needs, opportunities and challenges working between formally disparate disciplines, for example plant science (plant biology, plant breeding, plant physiology, etc.), engineering, statistics, data science, and computer science. We also encourage collaboration between this community and different stakeholders from academia, industry, and the public sector. The NAPPN is a regional partner of the International Plant Phenotyping Network (IPPN) and, as such, will enable and support events such as national and international workshops and symposia, promote the establishment of different working groups, and assemble and distribute all relevant information about plant phenotyping in a web-based platform.
Purpose of the Organization
The purpose of the NAPPN is the promotion of science and research in the development and application of plant phenotyping tools from discovery to practice. In particular:
The establishment of a North American network (including Canada, the United States, and Mexico) through the association of individuals in order to leverage existing synergies, identify and reduce potential bottlenecks, initiate joint projects, as well as to foster communication and cooperation between different stakeholders from academia, industry, and society;
The increase of visibility and impact of plant phenotyping beyond its own research community and integration across relevant disciplines;
The facilitation of the advanced discoveries and interdisciplinary training needed for effective phenotyping research and practice.
The NAPPN will achieve its purpose through the following:
Support and promote educational and scientific workshops, webinars, internships, projects and collaborations, conferences, training programs, and annual meetings with various stakeholders;
Incentivize mutually beneficial research between public and private sectors;
Promote a framework for data coordination (including standards in certain areas like ontologies, and best practices in other areas like remote sensing data collection) and data sharing;
Design and pursue support for sustainable long-term data repositories;
Facilitate the disciplinary, interdisciplinary, and trans-disciplinary training needed for effective basic and translational plant phenotyping research, in particular by means of quantitative systems modeling;
Foster the initiation of research projects, particularly to establish plant phenotyping in new areas of plant science, new geographic regions, and other scientific disciplines (e.g., computer science and engineering).
Membership
Establishment of Membership
Membership is open to all individuals with interest in plant phenotyping including attendees of phenomics conferences, convening events, or workshops as well as individuals specifically requesting membership. Individuals of all nationalities, relevant disciplines and organization types are welcome. The NAPPN does not discriminate on the basis of race, religion, color, sex, age, marital status, national origin or ancestry, citizenship, physical or mental disability, sexual preference/orientation or veteran status with regard to membership.
An application for membership shall include name, address, position, area of research and/or development, statement of interests, and affirmation that the NAPPN Code of Conduct will be followed.
Applicant shall be notified after membership has been validated. A rejection of an application does not need to state the grounds for refusal.
The membership shall be effective upon validation and payment of the membership fee.
Anticipated membership benefits may include i) Active and passive voting rights, including election of the NAPPN Executive Board; ii) Discounts for symposia, workshops or other NAPPN events; iii) Access to the member based area on the NAPPN website; iv) Electronic newsletter; v) Support of advocacy efforts to policy makers.
Termination of Membership
A Member may declare withdrawal of membership by written notice, including electronic communication, without stating reason.
Membership ends if membership fee (if any) is not renewed.
A Member may be expelled from the Association in accordance with the following:
If the membership is unacceptable to the Association, in particular in the following cases:
A serious breach by that Member of the provisions of these Statutes, the internal regulations or the decisions of its bodies, which cannot be remedied or is not remedied within 30 calendar days after a written notice sent to that effect by the Executive Board;
Bringing the Association into disrepute or similar unethical behavior, as judged by the General Assembly.
Violation of the NAPPN Code of Conduct.
Any reputable individual or organization can recommend in writing to the Executive Board that an NAPPN Member should be expelled, with documented reason(s) why the membership is unacceptable to the Association. The Executive Board shall review the request within a reasonable period, and will decide by simple majority vote whether to dismiss the request or to proceed with a termination proceeding.
If a termination proceeding is initiated by the Executive Board, the Member in question will be immediately suspended. During the suspension, the Member cannot execute any rights of Membership, notably his/her voting rights.
The Member in question will be notified via email and registered letter with acknowledgment of receipt at least 28 days prior to the termination proceeding. The Executive Board will communicate reason(s)/evidence for potential expulsion and will lay out next steps, including immediate suspension of membership rights and a reasonable deadline for the Member to respond with their views about the envisaged exclusion.
In the termination proceeding, the Executive Board will meet via conference call. The Executive Board will decide how best to bring the matter to the Membership for determination on how best to proceed.
Any expulsion decision does not need to be justified and is final. The expulsion shall be effective as of the date of the decision and the former Member notified by registered letter with acknowledgment of receipt within 15 calendar days.
Structure of the Organization
The bodies of the Association are:
the General Assembly,
the Executive Board,
the Treasurer,
the NAPPN Coordination Office.
The Executive Board operates in an advisory capacity to the General Assembly, which is made up of all Members. Any decisions are arrived at by the General Assembly as laid out in the relevant sections of this document. Those decisions are carried out by the Executive Board and/or other Member groups in keeping with decisions made by the General Assembly at large.
General Assembly
The General Assembly consists of all members of the Association.
Responsibilities
The General Assembly determines the guidelines, general goals, and strategic objectives of the Association, and is responsible for all affairs of the Association that are not delegated to another body.
The General Assembly may give directions to the Executive Board, delegate tasks and establish binding guidelines by implementing internal rules.
Meetings
The General Assembly shall meet at least once a year. These meetings shall take place immediately before or after an existing phenotyping or related conference (e.g., Phenome, PAG) at or near the conference venue. The venue for each upcoming North American Plant Phenotyping Network General Assembly Meeting is selected by the Executive Board. In the event that there is no phenotyping conference in a given year, the General Assembly meetings will be held by means of videoconferencing in years when no conference is held, no less than once a year.
The Executive Board shall send the notification calling the meeting in writing via email and will be posted on the NAPPN website, at least two months before the symposium. The notification shall include the date, time, venue (if applicable) and draft of the agenda. The final agenda shall be sent to the Members no less than 10 calendar days before the meeting. Any items added to the agenda less than 10 days before the meeting can only be discussed at the meeting.
Member participation in physical meetings by means of telephone or video conferencing is possible. Remote voting options will be provided to those on telephone or video conferencing.
Meetings are led by the Chair of the Executive Board unless the General Assembly decides otherwise.
Minutes of meetings shall be recorded including the members present or represented, the business considered, any resolution on which a vote is taken and the result of the vote. The minutes shall be signed by the Chair of the Executive Board and the scribe and distributed to the Members within one month after the meeting. Minutes are kept at the NAPPN Coordination Office. Meetings shall be conducted using Robert’s Rules of Order.
An extraordinary General Assembly meeting shall be convened upon a request of 20% of the Members. The request shall include an agenda and state reasons for the request. The extraordinary General Assembly Meeting shall be held within two months after the request; the Executive Board shall send a notification calling the extraordinary General Assembly meeting within two weeks after receipt of the request. If the Executive Board does not send the notification for a meeting within two weeks after receiving the request, the requesting Members of the Association are entitled to call a meeting themselves.
Voting
Each Member present or represented has one vote.
All votes will be taken by a show of hands and voice vote by telephone if applicable, unless the person chairing the meeting or three or more Members request a written vote (secret ballot).
Unless otherwise provided for in these Statutes, the General Assembly may only validly proceed if the following quorum is met: 20% of the Members must be present or represented at the meeting. In case the quorum is not met the Executive Board shall convene a new meeting within 60 days of the meeting which will have a quorum independent of the number of members present or represented at a meeting unless the Statutes provide otherwise. Or, the Executive Board may choose to hold an electronic vote in lieu of calling a new meeting to obtain an quorum.
The General Assembly takes its decisions by simple majority of the votes cast, unless these Statutes or binding legal provisions require a different majority. Abstentions are not counted in the voting result. In case of a tied vote the request is deemed to be rejected. In case of a tied vote for the election of candidates for office, e.g. for the Executive Board, a run-off ballot shall be held immediately between the candidates. The candidate with the most votes is then elected. These rules also apply for written and secret ballots.
The following decision shall be taken by the General Assembly with a quorum requirement of 20% of the total NAPPN membership and simple majority of the votes cast:
The approval of the annual report and the annual accounts submitted by the Executive Board,
The appointment and dismissal of the Executive Board with its Chair and Co-Chair, and the Treasurer,
The approval of the budgetary plan for the next financial year.
The following decision shall be taken by the General Assembly with a quorum requirement of 20% of the total membership and majority of 3/4 of the votes cast:
Determination of the amount of membership fee,
Amendments of the Statutes of the Association,
Dissolution of the Association,
Determination of the receiver of the remaining funds of the Association in case of liquidation.
In urgent matters, as may be determined by the Executive Board, the Members of the General Assembly may be asked by the Executive Board to take decisions by written resolution (communicated to all Members by post, fax or email or any other means of communication), by conference call, or by videoconference. With respect to conference calls and video conferences the procedures and requirements set forth in 5.1.3 shall apply accordingly. Regarding written resolutions, the Members must be given at least 21 calendar days to respond. A Member not responding within this period shall be considered as not having participated in the vote. The majority and quorum requirements as well as any other provisions of this article shall apply accordingly.
Executive Board
The Executive Board consists of seven Members elected from the General Assembly. At the time of election, candidate types will be selected such that three members of the board represent industry and similar private-sector organizations. Of the four remaining slots, one must represent computational disciplines, one engineering, and two plant biology (i.e., e.g., plant breeding, physiology, developmental biology, etc.).
Executive Board Elections
Elections shall be conducted annually.
In the first year (calendar year 2018), the founding Executive Board will be selected in one general election, and term lengths will be assigned by lottery to ensure that at least two positions are available for election each subsequent year.
After the first election (years 2019 and beyond), elected members will serve a term of two years. Elections shall be held one year in advance of the start of a given member’s term, to allow time to observe and learn about Executive Board activities and operations as non-voting members before taking office as voting members.
The Executive Board members are elected by the General Assembly. Upon expiration of term, individuals are ineligible for nomination for at least two election cycles (2 years).
Elections occur over the course of the month preceding the annual meeting of the General Assembly. Nominations categorized by primary discipline (as described above) are requested from members of the GA (with nominators responsible to check with their nominee that they are members of the NAPPN and are willing and interested to serve). This list is sent out to the GA for their votes, then the list on the official ballot is pared down to 2X the number of seats available within each discipline (with any ties retained for the ballot). The top vote-getters become elected members. If ties occur within the elected group, a run-off election must be conducted. For non-academic organizations, the three representatives shall be nominated by their parent organization in a coordinated manner such that each organization shall have only one nominee under consideration. In any given year, no institution (i.e., university, company, not for profit organization, etc.) shall be represented by more than one member on the Executive Board at the time of election. If an Executive Board member changes affiliation/employment during the course of his/her term, the term is anticipated to be completed by the elected individual, irrespective of change in affiliation. In such circumstances, it is possible that the number of Executive Board members from a single institution could be greater than one for a short (no more than two-year) period.
The Executive Board shall nominate and elect a Chair and Co-Chair in its first year. Thereafter, each year the Co-Chair shall graduate to the Chair position for a one-year term, and the Executive Board will nominate a new Co-Chair. The Chair or Co-Chair may be an Industry representative, but at all times at least one of those positions must be filled by an academic or a public sector representative.
The Executive Board shall at all times follow the Conflict of Interest Policy and Privacy Policy of the NAPPN.
If an elected Executive Board member steps down before his/her term ends, an interim board member will be appointed to finish out that term by the remaining Executive Board members. Efforts to maintain distribution of expertise and organization type will be made. In the event that more than one Executive Board member steps down, a special election will be held.
The Executive Board shall review and update the NAPPN Code of Conduct as needed.
Executive Board Responsibilities
The Executive Board is responsible for fostering relationships among individuals and organizations involved in plant phenomics research and development as well as between individuals and other partners such as funding agencies, growers organizations, industry partners, and governments at all levels. The Executive Board is advisory to the membership. Given that the Executive Board is made up of members, board members may cast votes in elections, bylaws ratification proceedings, etc.
Execution of the decisions of the General Assembly.
Management of the daily affairs of the Association.
Preparation of the annual report and the annual financial reports.
Proposal for rules of procedure of the Association.
Proposal of a budget plan and a plan of activities.
Proposal regarding the amount of membership fees, due date and payment conditions.
All affairs delegated by the General Assembly to the Executive Board.
Appointment of the NAPPN Treasurer and Coordination Office.
In case of conflict of interest between the Association and a Member who is serving as the Chair of the Executive Board or as another member of the Executive Board, that Chair or Executive Board member shall recuse himself/herself and be replaced by another member of the Executive Board chosen by the General Assembly for the decision in question. For the purpose of this clause "conflict of interest" shall be defined as: any interest of a financial, commercial or personal nature of the Executive Board member or a close relative thereof which may appear to influence the said Chair or Executive Board member's decision.
The General Assembly may dismiss the members of the Executive Board at any time. The tenure of an Executive Board member also ends by expiration of its term, resignation or death of the Executive Board member. In case a tenure ends before regular expiration of the term of an Executive Board member, the General Assembly shall make sure that a new Executive Board member is elected for the remaining term as soon as possible.
The Executive Board shall adopt rules of procedure after prior approval by the General Assembly. The Executive Board shall meet at least two times a year. The meetings may be held via videoconferencing.
Minutes of meetings shall be recorded, signed by the Chair and kept at the NAPPN Coordination Office at the disposal of Members.
The Executive Board can delegate tasks to the NAPPN Coordination Office.
The Executive Board does not receive any compensation for its activity.
Treasurer
A Treasurer shall be appointed by the Executive Board. This person may not be a member of the Executive Board.
The Treasurer shall examine the appropriate use of financial resources of the Association and shall have access to all documents and files from the Executive Board. The Treasurer reports on the audit at the annual General Assembly Meeting.
In case of conflict or financial incongruities, each Member is entitled to assign an independent Auditor for review at his/her own expense.
NAPPN Coordination Office
The NAPPN Coordination Office will be financed from the membership fees, sponsorships, in-kind services, and/or grants.
The Coordination Office supports the activities of the Executive Board and reports to the Executive Board and the General Assembly.
The NAPPN Coordination Office shall maintain a secure registry of members' names and organizations and shall keep it updated.
Coordination Office staff may be present for General Assembly and Executive Board meetings, but do not have voting rights.
Final Provisions
If any provisions of these Bylaws are invalid, the remaining provisions shall nevertheless remain effective. The Executive Board has to replace it with provisions that come next with the meaning and purpose of the invalid provisions; the General Assembly may replace the invalid provisions with new provisions recommended for approval by the Executive Board.
Amendments that are necessary for registration of the Association in the register, to obtain and maintain the non-profit status or for other compelling legal grounds, the Executive Board may decide by a simple majority.
The Executive Board shall review bylaws at least once a year and will bring suggested changes to the General Assembly for discussion, resolution, and ratification by the General Assembly.
The Executive Board reserves the right to update the language in these bylaws on inconsequential items like spelling and grammatical changes to clarify meaning without calling for a vote.
— Conclusion of the Bylaws of Association —
Current Individuals and Entities Filling Roles and Responsibilities
Executive Board: Executive Board
Membership Fee: See our membership fees
Treasurer: Matthew Smalley
Website: www.plantphenotyping.org
Points of Clarification
Over the course of time, individual board members may change employment. The ability of those individuals to represent a past employer or expertise type does not necessarily change. This likely makes it unnecessary to immediately replace board members in these cases, though such changes would be discussed by the board. During the next election cycle, board members will be rebalanced in keeping with the intention of the board member type designations.
Any expulsion of members will occur with legal consultation. Details of how the expulsion has been approached and handled will be shared with the membership to the fullest extent possible under the circumstances while maintaining the appropriate privacy of those involved.
The statement that “The Executive Board is advisory to the membership" intends to convey that the Executive Board will give thoughts and opinions on topics to the membership, but the membership makes decisions democratically. Once decisions are arrived at, the Executive Board will act on those decisions in keeping with the membership’s intent.