Geoscience Information Society Bylaws
Adopted August 1, 1993.
|Article IV:||Executive Board|
|Article VII:||Meetings of Members|
|Article VIII:||Nominations and Elections|
|Article IX:||Dues and Finances||Article X:||Rules of Procedures||Article XI:||Dissolution of the Society||Article XII:||Amendment of Bylaws|
ARTICLE I: PREAMBLE
Section 1. Name. -- The name of this organization shall be the Geoscience Information Society, hereinafter referred to as the "Society" or "GIS".
Section 2. Purpose. -- The purpose of GIS shall be to improve the collection, management, and use of geoscience information by: a) increasing communication and cooperation among geoscience libraries and librarians, geoscientists, producers of geoscience publications, and other geoscience information professionals; b) providing a forum for the exchange of ideas and new geoscience information collection and management methods; and c) providing an awareness of both existing and new geoscience information collections and management methods.
Section 3. Restrictions. -- No part of the net earnings of the Society shall inure to the benefit of any individual having a personal or private interest in the activities of the Society; no substantial part of the activities of the Society shall be carrying on propaganda or otherwise attempting to influence legislation; and the Society shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
Section 4. Articles of Incorporation. -- The Certificate of Incorporation of the Society was issued on March 3, 1966, in accordance with the District of Columbia Non-profit Corporation Act.
ARTICLE II: MEMBERSHIP
Section 1. Eligibility. -- Any person or organization interested in furthering the purpose of the Society shall be eligible for membership in accordance with these bylaws. The Executive Board shall prescribe the procedures for application for membership (including the payment of dues) and benefits, privileges, and duties of membership.
Section 2. Benefits of Membership. -- All Members shall have the right to vote and hold elective office in the Society and shall receive all regular publications of the Society issued during the term of membership, including a newsletter, a membership directory, and the proceedings of the Annual Meeting.
Section 3. Classes of Members. -- Members shall be divided into classes as follow:
Section 3.1 Personal Members. -- Any individual actively interested in geoscience information may apply for Personal Membership.
Section 3.2 Student Members. -- Any graduate or undergraduate student actively interested in geoscience information may apply for Student Membership.
Section 3.3 Retired Members. -- Any person retired from a position in the field of geoscience information may apply for Retired Membership.
Section 3.4 Institutional Members. -- Any organization actively interested in geoscience information may apply for Institutional Membership. An Institutional Member may designate an individual as its representative (known as Institutional Member Designee) who shall have all the privileges of Personal Membership. Institutional Members who do not designate a representative shall have no vote.
Section 3.4 Sustaining Members. -- Any individual or organization wishing to support the Society in a special way may apply for Sustaining Membership. An individual Sustaining Membership shall have all the privileges of Personal Membership. An organization Sustaining Member may designate an individual as its representative (known as Sustaining Member Designee) who shall have all the privileges of Personal Membership. Organization Sustaining Members who do not designate a representative shall have no vote.
Section 4. Membership Year. -- The Membership Year shall be the calendar year.
ARTICLE III: OFFICERS
Section 1. Elected Officers. -- The elected Officers of the Society shall be the President, the Vice President, the Secretary, the Treasurer, and the Immediate Past President. An elected Officer may hold only one Executive Board position at one time. An Officer may not chair a committee except under extraordinary circumstances, as approved by the Executive Board.
Section 1.1 President. -- The President shall be the chief executive officer of the Society and a voting member of the Executive Board. The President shall preside at all Society and Executive Board meetings, appoint members and chairs of all committees, maintain and distribute guidelines for the Officers and committee chairs, prepare written charges for each committee, appoint members to represent the Society in other scientific or professional organizations, prepare for publication during her/his term the proceedings of the previous year's Annual Meeting, and perform all other duties appropriate to the office of the President. The President shall serve a one-year term commencing at the adjournment of the Annual Business Meeting. In the event of a vacancy in the office of President, the Vice-President shall assume the Presidency for the unexpired portion of the term, and then succeed her/himself as President.
Section 1.2 Vice-President. -- The Vice-President shall be the President-Elect. In the absence of the President, he or she shall perform the duties of the President and other such duties as may be prescribed by the Executive Board or as delegated by the President, and shall be a voting member of the Executive Board. The Vice-President shall be the program chair of the Society. The Vice-President shall serve a one-year term commencing at the adjournment of the Annual Business Meeting and shall succeed automatically to the office of President. In the event of a vacancy in the office of the Vice-President, the Executive Board shall appoint a Member to fill the office until the next regular election, at which both a President and a Vice-President shall be elected.
Section 1.3 Secretary. -- The Secretary shall be a voting member of the Executive Board and shall keep an accurate record of all Society and Executive Board meetings (including the preparation of minutes), give notice of all meetings as directed by the President or these Bylaws, conduct the official correspondence of the Society as directed by the President or the Executive Board, maintain a complete and current record of Members and their addresses, compile the membership directory, and perform other duties as directed by the President. The Secretary shall serve a two-year term commencing at the adjournment of the Annual Business Meeting. In the event of a vacancy in the office of the Secretary, the Executive Board shall appoint a Member to fill the office for the unexpired term.
Section 1.4 Treasurer. -- The Treasurer shall be a voting member of the Executive board and shall have custody of all funds of the Society, make disbursements, pay all bills promptly, keep the financial records in current condition, prepare a detailed financial report to present at the Annual Business Meeting, and arrange for the financial records to be audited each January for the previous year. The Treasurer shall serve a two-year term commencing on the first day of January of the year following her/his election. In the event of a vacancy in the office of the Treasurer, the Executive Board shall appoint a member to fill the office for the unexpired term.
Section 1.5 Immediate Past President. -- The Immediate Past President shall be a voting member of the Executive Board, and shall serve on the Nominating Committee.
Section 1.6 Removal of Officers. -- An officer may for reasons such as medical incapacity or gross improprieties be judged by the Executive Board as unsuitable for service to the Society. The Executive Board by unanimous vote (excluding the officer in dispute, who shall not cast a vote) may remove an elected officer from service and fill the vacancy according to procedures as specified in the Bylaws.
Section 2. Other Officers.
Section 2.1 Publications Manager. -- The Publications Manager shall distribute all publications of the Society (other than the Newsletter) and shall be an ex officio, nonvoting member of the Executive Board. The Publications Manager shall be appointed by the President for an undefined term.
Section 2.2 Newsletter Editor. -- The Newsletter Editor shall prepare and distribute a periodic newsletter and shall be an ex officio, nonvoting member of the Executive Board. The Newsletter Editor shall be appointed by the President for an undefined term.
ARTICLE IV: EXECUTIVE BOARD
Section 1. Composition. -- The Executive Board shall consist of the elected Officers, the Publications Manager, and the Newsletter Editor.
Section 2. Duties and Responsibilities. -- The Executive Board shall be the governing and policy-making body of the Society and shall have all the powers conferred on it by law, by the Articles of Incorporation, and by these Bylaws. The Executive Board shall conduct the affairs of the Society and shall report on its activities at the Annual Business Meeting of the Society.
Section 3. Meetings of the Executive Board. -- The Executive Board shall meet during the Annual Meeting and at other times deemed necessary by the President. These meetings may take the form of scheduled telephone conference calls. A quorum shall consist of a majority of the voting members of the Executive Board.
Section 4. Compensation. -- Members
of the Executive Board shall not receive any compensation for their services.
ARTICLE V: COMMITTEES
Section 1. Authorization and Duties. -- The Executive Board shall create and discontinue committees as desired. Members of committees must be current Members of the Society and shall be appointed for varying terms by the President, who shall designate one member of each committee as chair. Committee chairs shall submit written interim and annual reports.
Section 2. Standing Committees. -- Standing Committees shall consider matters requiring continuous attention, and shall reflect the goals and purpose of the Society.
Section 3. Ad Hoc Committees. -- Ad Hoc committees shall perform special tasks or assignments on a continuous basis for as long as needed.
ARTICLE VI: CHAPTERS
Section 1. Authorization. -- Local or regional chapters of the Society may be established or dissolved by the Executive Board. The bylaws of a chapter may not conflict with the Bylaws of the Society, and shall not become effective until approved by the Executive Board of the Society.
Section 2. Membership in Chapter. -- All members of such chapters must be members of the Society.
ARTICLE VII: MEETINGS OF MEMBERS
Section 1. Meetings. -- The Executive Board shall arrange for the Annual Meeting, the Annual Business Meeting, Special Business Meetings, and such other convocations of members as appropriate.
Section 2. Annual Meeting. -- The Executive Board shall provide for an Annual Meeting of the Society to be held at a time and place designated by the Executive board, for the purposes of hearing research reports, lectures, and public discussion of geoscience information from members and invited guests, providing for technical exhibits, and holding the Annual Business Meeting of the Society. Annual Meetings may be sponsored jointly by the Society and other organizations.
Section 3. Business Meetings. -- Voting Members of the Society, when assembled to transact Society business, shall constitute a Business Meeting of the Society. Any action taken at Business Meetings may, by Executive Board action at its next meeting, be referred to the voting membership via mail ballot for acceptance or rejection. Failure of the Executive Board to act shall make Business Meeting actions final.
Section 3.1 Annual Business Meeting. -- An Annual Business Meeting of the Society shall be held at a time and place designated by the Executive Board and shall include a report of the Executive Board on its activities since the previous Annual Business Meeting.
Section 3.2 Special Business Meetings. -- Special Business Meetings of the Society may be held at times and places designated by the Executive Board or the President, or on written request of one-fourth of the Society's voting Members.
Section 3.3 Notice of Business Meeting. -- Notice of time, place, and agenda of each Business Meeting shall be mailed to each Member at least 30 days preceding the meeting date. Such notice may appear in an official publication of the Society.
Section 3.4 Quorum. -- A quorum for any Business Meeting of the Society shall consist of not less than 25 voting Members. In the event there shall not be a quorum present at any Business Meeting of the Society, the President shall adjourn the meeting to a later date.
Section 3.5 Voting. -- Each Member shall be entitled to one vote on each question submitted at a Business Meeting of the Society. All questions at all meetings at which a quorum is present shall be decided by a majority vote of the Members present. A member shall not be entitled to vote by proxy or absentee ballot.
ARTICLE VIII: NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. -- The Nominating Committee shall be responsible for the nomination and election of Officers of the Society; for conducting a mail ballot for the election; counting the returned ballots; and notifying the President, the candidates, and the membership of the results. It shall consist of no fewer than three Members, one of whom shall be the Immediate Past President.
Section 2. Nominations for Elected Office. -- The Nominating Committee shall nominate at least two candidates for the position of Vice-President and, in alternating years, at least one candidate for the office of Secretary and one candidate for the office of Treasurer. All nominees shall be current Members of the Society. The Nominating Committee shall inform potential candidates of the duties of the offices and obtain their consent and biographical information.
Section 3. Election of Officers. -- The annual election of Officers shall be by mail ballot, prepared by the Nominating Committee and sent to all voting Members at least 12 weeks prior to the Annual Meeting at which the newly elected Officers are to begin their terms of office. The ballot shall contain instructions for voting and indicate that completed ballots must be returned no less than 8 weeks prior to the Annual Meeting. The Nominating Committee shall tabulate, inform the candidates of, and report the results at the Annual Business Meeting. For each office, the candidate receiving the greatest number of votes shall be elected. The incumbent President shall have the power to resolve any ties.
ARTICLE IX: DUES AND FINANCES
Section 1. Fiscal Year. -- The Fiscal Year of the Society and its chapters begins on the first day of January and ends of the 31st day of December of each year.
Section 2. Annual Dues. -- The amount of annual dues for all classes of members of the Society shall be determined by membership vote at the Annual Business Meeting. The Date by which dues are payable shall be determined by the Executive Board.
Section 3. Execution of Checks. -- All checks, drafts, notes, and orders for the payment of money shall require the signatures of two elected Officers or agents that the Executive Board from time to time may designate.
Section 4. Budget. -- The Executive Board shall adopt, in the advance of the Fiscal Year, an operating budget covering all the activities of the Society and report same to the membership.
Section 5. Audit. -- The Treasurer shall arrange for an annual audit of the accounts of the Society and for a report on the audit and accounts to the Membership, which shall be mailed during the second quarter of the succeeding Fiscal year. The auditor need not be a member of the society.
Section 6. Bonding. -- The Executive Board may require any Officer or employee of the Society or any member of a committee to be bonded in such amounts and on such terms as the Executive Board may determine.
Section 7. Chapters. -- The assets, income, and disbursements of chapters of the Society shall be the assets, income, and disbursements of the Society, although earmarked for the specific use of the chapters.
ARTICLE X: RULES OF PROCEDURES
Section 1. Parliamentary Procedure. -- The rules of procedure of all bodies of the Society shall be governed and conducted according to the latest edition of Robert's Rules of Order, so far as applicable and when not inconsistent with these bylaws. The rules of procedure may be suspended by a majority vote of those present and voting at any meeting.
Section 2. Minutes of Meetings. -- The presiding officer of each body of the Society shall be responsible for forwarding accurate reports of all meetings promptly to the President.
Section 3. Policy Manual. -- There shall be a manual that specifies the operating policies and procedures of the Society and serves as the official reference on all matters of Society operations. The manual may be amended or revised at the discretion of the Executive Board.
ARTICLE XI: DISSOLUTION OF THE SOCIETY
Section 1. Distribution of Property on Dissolution. -- In the event of dissolution of the Society, its assets shall be applied and distributed as follows: a) all just liabilities and obligations of the Society shall be paid, satisfied, and discharged, or adequate provisions shall be made therefor; and b) all other assets shall be transferred or conveyed, pursuant to a plan of distribution adopted by the Executive Board, to one or more organizations engaged in activities substantially similar to those of GIS (or, failing to ascertain any such organizations, to one or more scientific, educational or charitable corporations, trusts, funds, or foundations) and declared by the U.S. Internal Revenue Service to be exempt from the payment of federal income tax under 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any subsequent revenue law.
Section 2. Restrictions. -- No Officer, employee, or any private individual shall be entitled to share in the disposition of any of the corporate assets of the Society.
ARTICLE XII: AMENDMENT OF BYLAWS
Section 1. Amendment by Members. -- Amendments to these Bylaws shall be proposed in writing and may be initiated either by the Executive Board, by a task force appointed by the President, or by a petition signed by any ten Members.
Section 2. Voting on Amendments. -- An amendment may be voted on only after Members have been informed by printed notice of such a proposed amendment at least 30 and no more than 90 days prior to presentation of the amendment for approval. The requirement for 30 days advance notice may be waived by a two-thirds vote of Members present at any Business Meeting at which a quorum is present, provided the vote to waiver is taken on a motion made and seconded for that purpose before a vote is taken on any amendment that may be proposed.
Section 3. Adoption of Amendments. -- An amendment may be adopted in one of two ways, as determined by the Executive Board: a) by a two-thirds vote of the Members present and voting at the Annual Business Meeting or a Special Business Meeting following proper notice of such an amendment; or b) by two-thirds of the valid votes cast in a mail ballot in which at least 25 valid ballots must be returned. If approved, an amendment shall be effective as of the date of the next regularly scheduled meeting of the Executive Board.