Constitution

Article 1. Name and Purpose

The International Working Group on Taxonomic Databases (herein called “TDWG”) is a not-for-profit, scientific and educational association formed to establish international collaboration among the creators, managers and users of biodiversity information so as to promote the wider and more effective dissemination of information about the world’s heritage of biological organisms for the benefit of the world at large.

To achieve its goals, TDWG

1. develops, adopts and promotes standards and guidelines for the recording and exchange of data about organisms;
2. promotes their use through the most appropriate and effective means;
3. acts as a forum for discussion through holding meetings and through publication and
4. undertakes any other activities that are judged useful to the organisation.

Article 2. Affiliation and Incorporation

TDWG may affiliate to or cooperate with other associations or organisations with similar or complementary aims.

TDWG is incorporated and operates in the State of California of the United States of America. TDWG may obtain legal status under the laws of other countries in which it decides to operate.

Article 3. Membership

Membership is open to individuals and other legal entities, including institutions, organisations, companies, and government agencies.

Membership consists of two classes:

1. individual members and
2. institutional members (other legal entities).

Membership is acquired by payment of the current year’s membership fee. The Executive Committee may waive the membership fee of a member.

Members are entitled to vote, hold office, and receive TDWG publications.

Membership ends upon written resignation addressed to the Chair, Secretary, or Treasurer, or by failure to pay membership dues, or in cases of professional misconduct.

Article 4. Meetings

TDWG shall meet each calendar year to discuss standards; advance and promote biodiversity informatics; receive reports on TDWG activities, including a financial report; discuss governance and operation; and conduct other relevant business.

Article 5. Executive Committee

5.1 Composition

TDWG is governed by an Executive Committee consisting of ten officers elected from and by the membership (the Chair, Deputy Chair, Secretary, Treasurer, and six Representatives), and the chairs of the TDWG Functional Subcommittees, who serve ex officio, as defined in Articles 6 and 7. At no time shall a majority of the Executive Committee, as a whole or in quorum, be composed of individuals who have familial or business relationships.

5.2 Roles and responsibilities

The Executive Committee:

1. provides leadership to TDWG;
2. promotes TDWG to the broader community;
3. organizes the day to day affairs of TDWG;
4. may appoint an individual or group of individuals to perform specific work or an ongoing function for TDWG;
5. defines the number, scope and role of Functional Subcommittees;
6. proposes the amount of dues and a multiplier for votes cast by institutional members on election of officers (subject to ratification by the membership);
7. administers and retains fiduciary responsibility for the assets, and arranges audits;
8. prepares and presents the annual budget to the membership;
9. has power to apply for legal status for TDWG;
10. has other powers as stated elsewhere in this Constitution and any by-laws;
11. provides timely notification of progress towards goals; and
12. otherwise acts to fulfil the goals of TDWG.

5.3 Executive Committee meetings and quorum

The Executive Committee shall meet and report to the membership at least once each calendar year.

A majority of Executive Committee members constitutes a quorum and must participate to conduct official business. Because TDWG is a global organization, participation is not required to be in real-time. Participation may include communication by any means accessible to all members, such as meeting in person, by teleconference, online chat, email, and document sharing. Voting may be by voice, gesture, paper, or electronic expression as directed by the Chair.

5.4 Conflicts of interest

TDWG shall develop, adopt, and maintain a Conflict of Interest Policy. The Executive Committee as a whole, and each member individually, must abide by that policy.

Article 6. Executive Committee Members

6.1 Elections and terms

General elections shall be organised every year under the responsibility of the Executive Committee. Election results become effective from the start of the calendar year following the elections. Officers (Secretary, Treasurer and Representatives) shall be elected directly from the membership for terms of two years. The Executive Committee Chair is elected directly from the membership, serves as Deputy Chair for two years, and then serves as Chair in the following two years, as described in Article 6.2. Terms in the Executive Committee shall be staggered, such that approximately half of the positions are elected each year.

6.2 Executive Committee Chair and Deputy Chair

The Executive Committee Chair is elected directly from the membership and commits to a total of four years of service. A newly elected Chair serves first as Deputy Chair for two years, and then succeeds to become Chair for the following two years. Upon completion of both terms, the Chair can opt to remain as a member of the Executive Committee for an additional two years as a TDWG representative.

If an Executive Committee Chair resigns or otherwise becomes unable to fulfill the role, the Deputy Chair shall become Chair, and a new Deputy Chair shall be elected in the next general election. In the event that both a Chair and Deputy Chair become unable to serve, the Executive Committee shall appoint one of the current TDWG officers to serve as Acting Chair, and both Chair and Deputy Chair shall be elected in the next general election.

6.2.1 Executive Committee Chair responsibilities

Presides at meetings of TDWG and at meetings of the Executive Committee; convenes Executive Committee meetings; is entitled to sign jointly with one other officer on behalf of TDWG; enacts such functions as are assigned by the Executive Committee; represents TDWG at external meetings; delegates on an ad-hoc basis the above responsibilities to other Executive Committee members.

6.2.2 Executive Committee Deputy Chair responsibilities

The Deputy Chair enjoys full voting rights in the Executive Committee, stands in for the Chair as necessary, and assists with tasks of the Secretary and Treasurer.

6.3 Secretary

The Secretary operates the secretariat; keeps, distributes, and publishes minutes of meetings; sends notices of the annual meeting to the membership and notices of meetings of the Executive Committee to its members; distributes proposals and organizes votes; conducts the general elections; authenticates, tallies, and publishes voting results.

Communications to and from the Executive Committee involving formal TDWG business should be via the Secretary who must arrange a proxy from among Executive Committee members for any significant period of unavailability.

6.4 Treasurer

The Treasurer is entitled to sign jointly with one other officer on behalf of TDWG; maintains the membership list; reports finances annually to the membership; collects membership dues and other TDWG income; maintains the financial documents and accounts of TDWG; administers the assets of TDWG in conformance with instructions from the Executive Committee.

6.5 Chairs of functional subcommittees

Chairs of Functional Subcommittees (see Article 7) participate, ex officio, as full members of the Executive Committee. They liaise between their subcommittees and the TDWG Executive Committee, summarise activities, and discuss strategic priorities and future plans in regards to subcommittee responsibilities.

6.6 Elected Representatives

Have the responsibility to represent the interests of TDWG members on the Executive Committee; and to represent TDWG in appropriate meetings and other activities. The number of available seats for Representatives in the Executive Committee is six (as per Article 6.7).

6.7 Geographical distribution of Representatives

The Executive Committee shall encourage participation from the membership across geographical boundaries, gender, age, ethnicity, and professional expertise. To encourage balanced representation one representative will be elected from each of the following regions: Africa, Asia, Europe, Latin America, North America, and Oceania.

Article 7. Functional Subcommittees

7.1 Definition, role and scope

Functional Subcommittees (FS) are committees operating under specific mandates, set by the Executive Committee in response to identified needs of TDWG. The overarching role of a FS is to assist the Executive Committee in its standing tasks. FS operate under charters prepared and approved by the Executive Committee, following consultation with the membership.

7.2. Establishment, duration and dissolution

The scope and mode of operations for each Functional Subcommittee are defined by their published charters. Following approval by the Executive as in Paragraph 7.1, a FS is established and fully effective at the moment of election of its chairperson. FS charters shall be presented to the membership for open consultation for at least 21 days prior to approval by the Executive. Following the Executive Committee’s decision to dissolve a FS, it remains effective until the end of the FS chairperson’s term of duty, as defined in Paragraph 7.3.

7.3 Functional subcommittee membership and leadership

The chair of each FS is elected during the TDWG general elections. FS chairs are elected for two full calendar years. FS chairs are responsible for appointing a deputy-chair with attending and no voting rights at Executive Committee meetings. FS chairs invite members and manage membership in their respective committees. Each committee shall operate with more than three and fewer than 15 members. In case of resignation of a FS chair, the deputy chair will be invited to take the place of the chair until the next general elections and a new deputy is appointed.

Article 8. Assets

The revenue of TDWG shall consist of membership dues, sales of publications, lease of rights, grants, gifts and bequests, income from investments, and any other kinds of income compatible with the aims of TDWG.

The assets of TDWG shall be used exclusively for the statutory aims and purposes, and in no case to the immediate profit of its members.

The financial year shall be the calendar year.

Article 9. Amendments

Alterations to the Constitution may be proposed by the Executive Committee, or may be submitted in writing to the Executive Committee by either at least five individual members from at least two countries, or at least three institutional members from at least two countries. The proposed alteration must be published and the membership notified at least ninety days before close of voting. To be accepted, the proposed alteration must receive simple majorities of affirmative votes from both individual members and institutional members.

The Executive Committee may propose that by-laws be established, altered, or repealed. The by-laws proposal must be published and the membership notified at least thirty days before the close of voting. To be adopted, the proposal must receive simple majorities of affirmative votes from both individual and institutional members.

Article 10. Dissolution

Dissolution of TDWG can only be enacted by a two-thirds majority of both individual and institutional members by vote. A proposal of dissolution must be dispatched by the Executive Committee to the membership at least ninety days before close of voting.

Upon the dissolution of TDWG, any net remaining assets shall be transferred to the International Association for Plant Taxonomy, provided that at the time of TWDG’s dissolution, that organization is a qualified 501(c)(3) organization. If this organization no longer exists or is not qualified, TWDG’s assets will be distributed to another qualified 501(c)(3) organization or internationally qualified charitable organization.

Article 11. Voting

TDWG shall strive to make decisions based on broad consensus rather than simple majority. The Executive Committee may assess consensus through mechanisms other than voting, such as solicited reviews and public requests for comment, except where voting is mandated elsewhere in this Constitution. If a broad consensus cannot be reached, the Executive Committee may arrange for an issue to be decided by a vote of the membership.

In general elections of officers, each current member will be entitled to one vote, but may abstain. On counting, each institutional vote will be weighted using the current fees-based multiplier and the candidate receiving a plurality of the totalled votes shall be appointed to the office (see Article 5, item 6).

In questions of governance and other issues requiring a simple decision to accept or reject a proposal, the votes of Individual and Institutional members will be tallied separately, without weighting, and a proposal will pass if it receives a simple majority of the votes cast in each membership category.

The Executive Committee shall specify the schedule and mechanism(s) for making nominations for elected positions and casting votes. Any voting procedure should afford each member an opportunity to vote in an expedient manner and should not unduly delay decision making. The Secretary shall authenticate, tally, and publish voting results within a reasonable timeframe.