Adopted: November 1985
Amended: October 1986, June
1990, November 1996, June 1997, November 2001, and November 2006
Section 1. Name
This Association, which is incorporated under the laws of the State of
Section 2. Principal
Office
The principal office of this Association shall be located in
the State of
ARTICLE II
PURPOSES AND OBJECTIVES
Section 1. Purposes and Objectives
The purpose and objectives of this
Association shall be:
a.
To strengthen and advance the
geologic sciences as a profession and to provide an open forum for the exchange
of ideas;
b.
To foster the spirit of
scientific research throughout the membership;
c.
To publish and otherwise
disseminate information related to the geologic sciences and associated
technologies;
d.
To inspire and maintain the
highest standards of professional conduct, business ethics and personal honor
of the membership;
e.
To maintain and encourage intra-
and inter-association activities, to enhance the Association’s programs and to
encourage the affiliation of individual members with other scientific and
technical organizations; and
f.
Generally, to do such things as
may be necessary to accomplish the above, but not for the pecuniary profit or
gain of its members, directors or officers, except as permitted under
Article V of the New York State Not-for-Profit Corporation Law.
Section 2. Neutral
Position
This
Association will adopt a neutral position with respect to political, scientific
and other issues affecting the geologic sciences. Membership in this Association shall not be
used by any party to imply endorsement or approval by
this Association of any scientific policies, practices or proposals.
ARTICLE
III
GOVERNMENT
AND MANAGEMENT of CORPORATE AFFAIRS
Section 1. Government and Management
The government and
management of this Association except as otherwise provided by law or in the
Bylaws of this Association, shall be vested in the Executive Board of this
Association. The composition, manner of
selection, terms of office and duties and responsibilities of the Executive
Board shall be as provided in the Bylaws of this Association.
Section 2.
Authority and Jurisdiction
Any
authority of government, management or control not otherwise specified in
either the Constitution or Bylaws of this Association shall be reserved to the
Executive Board, and the Executive Board shall be vested with full power and
authority to put into effect the laws, resolutions and decisions of the
Association.
Section 3.
Non-Profit Status
The
Buffalo Association of Professional Geologists, Inc. is a non-profit
organization. No members of this
Association shall have any right or interest in or to the property or assets of
this Association. In the event of the
dissolution of this Association, any assets remaining after satisfaction of all
liabilities shall be distributed for charitable or educational means as
provided for in the Bylaws of the Association and in accordance with
Section 501(c)(6) of the Internal Revenue Code of 1954.
ARTICLE
IV
PARLIAMENTARY
AUTHORITY
Robert’s Rules of Order, as may be from time to time revised or amended,
shall govern the proceedings of all meetings or bodies of this Association,
except as otherwise provided for or specified in the Bylaws of the Association.
ARTICLE V
AMENDMENTS
Section 1. Ballot by Members
The Constitution of this Association may be altered or amended by a
two-thirds (2/3) majority of the votes cast by the members of the Association
at the annual business meeting of the Association.
Section 2.
Proposal of Amendments
a.
Amendments to the Constitution
of this Association may be proposed by:
b.
A resolution of the Executive
Board.
c.
A resolution of a duly appointed
constitutional committee; or
d.
A written resolution signed by
one-quarter (1/4) of the Active and Honorary Life membership of this
Association.
Section 3.
Voting Procedure
Any amendments shall be published by the Executive Board in the
Association newsletter or by other suitable means at least two (2) months prior
to the annual business meeting of this Association as established in its
Bylaws. Action must be taken during the
annual business meeting. Any duly
qualified member of record may attend and vote in person, or by a properly
executed ballot received by the Secretary prior to the date of the annual
business meeting or by a properly authorized and executed proxy. A two-thirds (2/3) majority favorable vote of
the ballots cast at the annual business meeting shall be sufficient to amend
the Constitution of this Association.
BYLAWS
ARTICLE
I
MEMBERSHIP
Section 1.
Membership Categories
The membership categories of this Association shall be: Active Members,
Honorary Life Members, Associate Members, and Student Members.
a.
Active Members shall be geologists who are
graduates of an institution of collegiate standing in which institution they
have done their major work in geological sciences; or whose standing in the
profession is well recognized with at least 10 Years experience in the field of
geological sciences, shall be admitted to active membership in this Association
upon receipt of unanimous approval by the Executive Board.
b.
Honorary Life Members shall be those Active Members
of this Association who, by unanimous vote of the Executive Board, have made
outstanding contributions to the geologic profession and/or the advancement of
this Association. Honorary Life Members
shall have all the privileges of Active Membership, but will not be required to
pay annual dues.
c.
Associate Members shall be the persons whose work
is related to the geologic sciences, but who do not fulfill the requirements
set forth for active membership.
d.
Student Members shall be full-time students
enrolled at an accredited college or university and whose major field of study
is in the geologic sciences.
Section 2. Assignment of Membership Class
The Executive
Board shall as sole authority, and upon application of any prospective member
or at any time thereafter, assign or reassign each party to one category of
membership, as defined in Section 1 of this article, for the purposes of membership,
election of members to the Executive Board and for the assessment of dues.
Section 3.
Application for Membership
Each candidate
for admission to this Association shall submit an application on a form
authorized by the Executive Board of this Association. The Membership committee, chaired by the
Secretary, shall screen applicants as to suitability for membership and makes
its recommendations to the Executive Board for approval and assignment to one
category of membership.
Section 4. Fees and Dues
The Executive
Board shall establish rates for membership dues and for all special services,
and shall assign annual dues to be paid by members in each category of
membership. Applicants for membership
may be required to submit an application fee as established by the Executive
Board. Upon admission to this
Association, payment of annual dues will be required. Application fees and annual dues may be
revised from time to time by the Executive Board, as it deems necessary for the
welfare and benefit of this Association.
ARTICLE II
OFFICERS AND
DIRECTORS
Section 1.
Designation
The
Officers of this Association shall be the following: President, Executive Vice President,
Associate Vice President, Student Vice President, Secretary, Treasurer,
Immediate Past President, and Directors.
Section 2.
Eligibility
Only
Active and Honorary Life members
shall be eligible to hold the elected offices of President, Executive Vice
President, Secretary, Treasurer, and Directors.
Only Associate members
shall be eligible to hold the elected office of Associate Vice President, and
only Student members shall be
eligible to hold the elected office of Student Vice President.
Section 3.
President
The
President shall be the chief executive officer of this Association. The President shall preside at all meetings
of the membership and serve as chair of the Executive Board. The President shall appoint the members of
all committees within the limits prescribed in the Constitution and Bylaws, and
shall serve as a member ex officio of
all Association committees. In the
absence of the Treasurer, the President shall pay monies duly authorized by
this Association or the Executive Board.
The President, as chair of the Executive Board, shall enforce the laws
and execute the will of the Association, and shall perform all such other
duties as are properly required by the Executive Board. The President shall have previously served
for one year as an Officer or Director of this Association, except as otherwise
provided for in the Bylaws of the Association.
Section 4.
Executive Vice President
The
Executive Vice President shall, in the absence or disability of the President
or at the President’s request, perform the duties and exercise the powers of
the President. The Executive Vice President
shall act as chair of the Program Committee at all membership meetings of the
Association, and shall perform all such other duties as are properly required
by the Executive Board. The Executive
Vice President shall assume the office of the President in the event of a
vacancy in that office for any cause.
Section 5.
Associate Vice President
The Associate Vice President
shall serve as spokesperson for the Associate Membership and as alternate ex officio to all active
committees. As alternate ex officio, the Associate Vice President
will report to the Executive Board. The
Associate Vice President shall perform all such other duties as are properly
required by the Executive Board.
Section 6. Student
Vice President
The
Student Vice President shall serve as spokesperson for the Student Membership
and as alternate ex officio to all
active committees. As alternate ex officio, the Student Vice President
will report to the Executive Board. The
Student Vice President shall perform all such other duties as are properly
required by the Executive Board.
Section 7.
Secretary
The
Secretary shall be responsible for recording the actions of the Executive
Board, and keep the minutes of all business meetings of this Association. The Secretary shall maintain all membership
records, attend to all ordinary correspondence of this Association, and shall
be responsible for the publication of the annual membership directory of the
Association. The Secretary shall perform
all such other duties as are properly required by the Executive Board.
Section 8.
Treasurer
The
Treasurer will generally supervise the custody and care of the assets and
monies of this Association, entering into the books of the Association an
accurate and full account of all monies received by or paid on account of this
Association. The Treasurer shall present
a financial statement to the Executive Board whenever so requested, and shall
chair the Finance Committee. The Treasurer,
upon ceasing to hold office, shall surrender to the Executive Board all monies,
good and other property under the Treasurer’s control. The Treasurer shall perform all such other
duties as are properly required by the Executive Board.
Section 9.
Immediate Past President
The
Immediate Past President of this Association will serve as an officer of the
Association for the year immediately following his or her term as
President. The Immediate Past President
shall serve as editor of the Association newsletter for said year, unless
declined, at which time any member shall be appointed to the position by a
majority vote of the Executive Board.
The Immediate Past President shall also perform such duties as are
properly required by the Executive Board.
Section 10.
Directors
Four
(4) Directors, elected by the active and honorary life membership shall serve a
two-year, staggered term. Each year, two
new directors shall be elected to replace the two that are ending their
two-year term. Directors shall function
in a judicial and advisory capacity to the Officers of this Association. They shall perform all such other duties as
are properly required of them by the Executive Board.
Section 11.
Honorary Directors
Each
past President of this Association shall automatically become an honorary
Director at such time that he or she no longer serves on the Executive Board
and still remains an Active or Honorary Life member of the Association. Each Past President shall be an ex officio member of the Executive
Board, entitled to attend its meetings and participate in its discussions; he
or she shall not, however, be entitled to vote on any issues before the
Executive Board at its meetings, with the exception of the Immediate Past
President, who has full voting privileges according to Article II,
Section 8 and Article III, Section 1 of these Bylaws. The term of Honorary Director will extend for
life unless revoked for cause by a majority vote of the entire Executive Board.
Section 12. Newsletter
Editor
The Newsletter Editor of
this Association shall be any member appointed to the position by majority vote
of the Executive Board. The Newsletter
Editor shall be responsible for the overall assembly, production, and
distribution of the Association’s newsletter.
Duties will include: solicitation
of articles, advertisements, and news items; editing; coordination with
writers, advertisers, printers, Executive Board members, and the Webmaster; and
production and mailing.
Section 13. Webmaster
The
Webmaster of this Association shall be any member appointed to the position by
majority vote of the Executive Board.
The Webmaster shall be responsible for the overall management,
maintenance, and updating of the Association’s website. Duties will include: solicitation and editing
of articles, advertisements, and news items and coordination with writers,
Executive Board members, and Newsletter Editor.
Section 14.
Terms of Office
Each
Officer shall serve a one-year term, with a maximum tenure of two consecutive
years in any single officer position, provided each officer is elected for each
term per Bylaws Article II, Section 15a.
After a two-year officer term, a minimum of two years must elapse before
an individual is eligible to be a candidate for that position again. A maximum of five consecutive years may be
served by any individual in all elected officer positions. Each Director shall serve a two-year,
staggered term; two Directors shall be elected each year. Directors may be elected to consecutive
terms. Each Officer and Director shall
hold office until his or her successor has been duly elected and
qualified. The positions of Newsletter
Editor and Webmaster shall be appointed annually with no incumbency
limitations. Terms of office, excepting
as provided herein, shall run concurrent with the fiscal year of the
Association.
Section 15.
Election
a.
Except as otherwise provided by
law or these Bylaws, Officers and Directors shall be elected from among the
members of this Association by mail ballot sent to all qualified members in
good standing prior to the annual business meeting of the Association. Said election shall be held at said annual
business meeting. In the event of a tie
vote, The Executive Board, as a whole, shall cast one (1) deciding ballot. Candidates for election shall be designated
by a Nominating Committee appointed by the President of this Association. Active and Honorary Life Members are eligible
to vote for all Officers and Directors except Student Vice President and
Associate Vice President; Associate Members are eligible to vote for the
Associate Vice President only, and Student Members are eligible to vote for the
Student Vice President only.
b.
The Nominating Committee will
accept candidates for office commencing with the September membership
meeting. The Nominating Committee shall
present the candidates at the October membership meeting, at which time the
President shall accept nomination of candidates from the floor. Nominations will be closed thereafter, and
the candidates qualified and presented to the Executive Board. Ballots shall be mailed after the close of
nominations to all qualified members in good standing, said ballots to be
tallied at the annual business meeting of this Association.
Section 16. Resignation
Any
Officer or Director of this Association may resign at any time by tending his
or her resignation to the President.
Said resignation shall take effect at the time specified therein.
Section 17. Removal from Office
Any Officer or Director may
be removed for cause at any meeting of the Executive Board, proper notice of
which shall have referenced the proposed action, by a vote of three-fourths
(3/4) majority of the entire Executive Board.
“Cause” shall include malfeasance, neglect, or refusal to perform the
customary duties of office as defined in this Article.
Section 18. Vacancies
a.
A vacancy in the office of
President shall be filled by the Executive Vice President. A vacancy in any other office, excepting that
of Immediate Past President, which will remain vacant, shall be filled by
another member of the Executive Board. A
Director’s vacancy shall remain vacant until the annual business meeting of
this Association.
b.
All Officers’ vacancies,
excepting that of President, shall be filled for the unexpired term by majority
vote of the general membership at a special election called by the Executive
Board. The position of Director shall
remain vacant until the annual business meeting of this Association, at which
time the unexpired term shall be filled by majority vote of the general
membership.
Section 19. Compensation
No Officer or Director of
this Association shall receive salary, compensation or emolument from the
Association. No Officer or Director
shall have any expenses paid, or receive reimbursement for travel to or from,
for any committee, Executive Board, or general membership meeting of this Association.
ARTICLE
III
EXECUTIVE
BOARD
Section 1. Executive Authority
The
Executive Board shall consist of the President, Executive Vice President,
Associate Vice President, Student Vice President, Secretary, Treasurer,
Immediate Past President and four (4) Directors, each with equal voting
powers. The President shall chair the
Executive Board.
Section 2. Management of
Association Affairs
Except
as otherwise provided by law and these Bylaws, the Executive Board shall have
the management and control of the property and affairs of this Association, and
is charged with promoting and furthering the purposes and objectives of this
Association.
Section 3.
Meetings
The Executive Board of this
Association shall meet at such times during the year and at such places as
designated by the President. Notice of
said meetings must be made to all serving members of the Executive Board at
least seven (7) days prior to the scheduled date, unless waived. The notice of meeting need not specify the
purpose(s) for which the meeting is called, except as provided by law or these
Bylaws. The order of business at each
meeting of the Executive Board may be determined by the presiding officer at
each meeting. A majority of the entire
Executive Board, upon written notice to all Board Members, shall petition the
President to call a meeting of the Executive Board, which petition the
President shall honor.
Section 4. Quorum
At all
meetings of the Executive Board, except as provided by law and these Bylaws, a
quorum shall be required for the transaction of business. For the purposes of this Association, a
quorum shall consist of not less than six (6) members of the Executive
Board. Except as otherwise provided for
in the Constitution or these Bylaws, the vote of a majority of those directors
present shall decide any question that may be brought before the Executive
Board.
Section 5. Acts
The
Executive Board shall constitute the governing body of the Association, with
full power and authority to act upon the laws and resolutions of the
Association. All acts initiated and
authority conferred by the Executive Board within the definition of its
authority shall be considered to be the act or acts of this Association.
ARTICLE IV
COMMITTEES
Section 1.
Standing Committees
The
Executive Board, by a resolution or resolutions adopted by a majority of the
entire board, shall have the power to establish, maintain and dissolve standing
committees as it deems necessary to protect and further the interests, purposes
and objectives of this Association. The
standing committees of the Association are:
Program
Committee.
Chaired by the Executive Vice President, the Program Committee is
charged with the development, design and implementation of diverse professional
and social activities for the Association.
Finance
Committee.
Chaired by the Treasurer, the Finance Committee is charged with
monitoring the Association’s financial security and stability.
Nominating
Committee.
Chaired by a member of the Executive Board, the Nominating Committee
shall recommend suitable candidates for election as Officers and Directors of
this Association to the Executive Board.
Membership Committee. Chaired by the Secretary, the
Membership Committee shall review all membership qualifications as to
qualifications and suitability for membership, and shall recommend assignment
of membership category. The Membership
Committee shall make its recommendations to the Executive Board pursuant to the
Article I of these Bylaws.
Student
Awards Committee. Chaired by one of its members, the committee
shall consist of four members appointed by the President each year. At least one committee member shall also be a
current member of the Executive Board.
The Student Awards Committee shall devise and implement a Student Awards
Program, subject to approval by the Board, which strengthens and advances the
geological sciences by supporting the academic and professional development of
geology students in the Western New York area.
Section 2. Special Committees
The
President, with the consent of a majority of the Executive Board, may authorize
and designate special committees for only those purposes specifically delegated
to them. Member of special committees
shall be appointed for a term of one (1) year only.
Section 3. Appointments
The
President, excepting as where otherwise specified in these Bylaws, shall
appoint all committee chairpersons and members with the approval by majority
vote of the Executive Board. Committee
members shall be Active or Honorary Life Members unless otherwise specifically
authorized by a vote of the Executive Board.
The term of office for members of a standing or special committee,
unless otherwise provided for in these Bylaws, shall be one (1) year only.
ARTICLE
V
MEETINGS
Section 1. Annual Business Meeting
The
annual business meeting of the members of this Association for the transaction
of business and election of officers shall be held each year at such place and
time as the Executive Board shall determine.
Generally, said meeting shall be held on or near the third (3rd)
Wednesday in November. The notice of
meetings need not refer to the approval of minutes or other matters normally
incident to the conduct of the annual business meeting.
Section 2. Membership Meetings
Regular
membership meetings shall be generally held each third (3rd)
Wednesday, January through May and September through November. The business that may be transacted at said
meetings shall be limited to such items or purposes as set forth in the notice
of meeting. A quorum at general
membership meetings of the Association shall be those members present.
Section 3. Special Meetings
A
special meeting of this Association may be called at any time by order of the
Executive Board or upon written request by twenty-five (25) members in good
standing of the Association. No business
may be transacted at a special meeting that is not specified in the notice of
meeting.
Section 4. Notice of Meeting
Written
notice of each meeting of the members of this Association will be given not
less than ten (10) days before the date fixed for such meeting. In the case of the annual business meeting,
notice of the time and place shall be mailed to each member in good standing
directly to the address as it appears on the record of members held by the Secretary.
Section 5. Procedure
At
each meeting of the membership of this Association, the order of business and
all such other matters of procedure shall be determined by the President, as
chair, or his or her designee, or as otherwise provided for in these Bylaws.
Section 6. Voting
Each
member of this Association in good standing shall be entitled at every meeting
to one (1) vote and, in the case of election of Officers and Directors, one
vote as per the member’s classification.
Each qualified member may authorize another member to act for him or her
as proxy, having first delivered to the Secretary a signed proxy or
attorney-in-fact. Any proxy shall be
revocable at the pleasure or direction of the member executing it. Excepting the election of Officers and
Directors, voting shall not be made by ballot unless any member present in
person or by proxy shall so demand.
ARTICLE VI
RIGHT of INDEMNIFICATION
Each Officer
and Director of this Association, whether or not then in office, shall be
indemnified by the Association for the defense of civil or criminal proceedings
to the fullest extent permitted by law for matters related to the activities of
the Association. This right of
indemnification shall not be held exclusive of any other rights to which an Officer
or Director may be entitled. Further,
this right shall not be deemed exclusive of any other right of an Officer or
Director in any proceeding to have assessed in his or her favor his or her cots
and expenses connected therewith.
ARTICLE VII
FISCAL YEAR AND FINANCES
Section 1. Fiscal year
The fiscal year of the
Association shall begin on January 1 and end on December 31 of each year unless
otherwise determined by a vote of the Executive Board.
Section 2. Finances
The
funds of this Association shall be deposited in its name with such depositories
as the Executive Board may designate.
Any monies paid on behalf of this Association by the Treasurer that are
not part of the normal function of the organization (i.e., expenses related to
the newsletter, dinner meetings, and directory), shall require the approval of
the Executive Board.
ARTICLE VIII
MEMBERSHIP AND DUES
Section 1. Membership Year
The
membership year will coincide with the fiscal year of this Association. Renewal of applications shall be due prior to
January 1st; however, membership status will not be interrupted if
payment is received by March 31st.
New member applications received after September 1st will,
upon approval by the Executive Board, be carried over into the following year.
Section 2. Dues Benefit
The
payment of membership dues for any fiscal year entitles all membership classes
to receive, without further charge, copies of the monthly newsletter and a copy
of the annual membership directory.
Section 3. Loss of Membership Rights
Any
member who resigns or forfeits membership for non-payment of dues or is
expelled for ethical reasons, ceases to hold membership privileges in this
Association. Any member whose dues are
in arrears for more than ninety (90) days (April 1st) shall be
suspended from membership in this Association until such time the default is
corrected. Notice of suspension shall be
made in writing by the Executive Board to any member at the time such
suspension occurs.
ARTICLE IX
AMENDMENTS
Section 1. Proposal
Amendments to the Bylaws of
this Association may be proposed as follows:
a.
By resolution of the Executive
Board.
b.
By written proposal of
twenty-five (25) members in good standing.
Section 2. Procedure
The Executive Board, upon receipt of a
proposed amendment, shall publish the amendment in the Association newsletter
or by other suitable means for review and comment by the membership. After a thirty-day (30) comment period, which
shall include a general membership meeting, the Bylaws of this Association may
be adopted, altered, or amended (1) at any meeting of the Executive Board by a
three-quarters (3/4) majority vote of the entire Executive Board, or (2) at any
meeting called in accordance with the Bylaws of the Association by a majority
vote of the entire membership of record on the date of said meeting.