ByLaws

CONSTITUTION AND BYLAWS

OF

THE BATON ROUGE GEOLOGICAL SOCIETY

 

PREAMBLE

The following articles and covenants comprise the Bylaws of the non-profit organization known as the Baton Rouge Geological Society, located in Baton Rouge, Louisiana.

PURPOSES OF THE SOCIETY

The purposes of this society are to stimulate interest in the geosciences, to promote the advancement of the geosciences and that of the profession of geology, to disseminate pertinent geological and related technological information, to encourage professional interaction among geoscientists, and to encourage academic training in the geosciences.

ARTICLE I: MEMBERSHIP

There are four types of membership in the Baton Rouge Geological
Society: Active, Student, Emeritus, and Associate.

Section A: Active Members

Any person engaged in or retired from the practice or teaching of geology may apply for Active Membership, provided the applicant holds a degree in the geological sciences, including, but not limited to, geology, geophysics, geochemistry, earth science, or geological engineering from any college of acceptable academic standards.

Section B: Student Members

Any student majoring in the geological sciences, including, but not limited to, geology, geophysics, geochemistry, earth science, or geological engineering from any college of acceptable academic standards may apply for Student membership. Student membership shall terminate upon termination of academic enrollment. The Board of Directors may waive the field of study requirement by a majority vote if in its judgment an applicant is a student with adequate interest in the profession. Student members shall pay dues of five dollars ($5) per year.

Section C: Emeritus Members

When Active Members in good standing in the Society, with all dues paid to date, who are at least fifty-five (55) years of age, are retired from a primary career in the geological sciences, and have served for at least three years as an officer of the BRGS, those members shall become Emeritus Members of the BRGS upon verification of their status by the Board of Directors. Thereafter these Emeritus Members shall pay dues of five dollars ($5) per year and shall be entitled to all privileges and advantages of Active membership in the BRGS.

Section D: Associate Members

Any person not qualified for any other class of membership who is a graduate of a college of acceptable academic standards and whose employment is associated with geological science may apply for election as an Associate Member. The Board of Directors may waive degree requirements by a majority vote if in its judgment an applicant has adequate professional experience and has attained sufficient professional standing. Associate Members pay dues at the same rate as Active Members but can neither vote nor become Emeritus Members.

Section E: Privileges of Membership

The right to vote and to hold office shall be restricted to Active and Emeritus Members. All other rights and privileges of membership in the Society shall be common to all categories of membership.

Section F: Annual Dues

Annual dues for Active and Associate members shall be set by the Board of Directors with approval by a simple majority of a quorum of members at a regular meeting. Members shall forfeit all privileges of membership in the Society if dues are not paid. Annual dues may be changed by an amount not to exceed ten percent per year.

ARTICLE II: PROFESSIONAL ETHICS

The Baton Rouge Geological Society subscribes to the Code of Ethics of the American Association of Petroleum Geologists as set forth in their Constitution.

By applying for, or by continuing membership in the Society, every member agrees to accept the standards and procedures set forth in that Code of Ethics. In essence, the highest standards of professional, business and personal conduct are required at all times. Any member of the Society who is subjected to professional ethical discipline or sanctions by a government agency, a registration body or by a professional organization shall no longer be a member of the Society, and no such person shall be admitted as a member.

ARTICLE III: OFFICERS, DIRECTORS, AND COMMITTEES

Section A: Officers

The officers of the Society shall be a President, Vice-President, a Secretary, a Treasurer, the Past-President Director, and two elected Directors. The first five officers shall serve for one-year terms, while the two elected Directors shall serve for two- year staggered terms. The President, Vice-President and elected Directors shall not succeed themselves in their respective offices, unless having acquired that office via appointment from the Board of Directors or via Special Election per Article IV. No one but an officer or director or an appointed committee chair of the Society is to ever make any commitment of any kind on behalf of the Society.

Section B: Board of Directors

The Board of Directors shall consist of the current officers, the immediate Past-President, and two elected Directors. It shall meet at least quarterly at the direction of the President (or, in the President's absence, that of the Vice-President; or by majority vote of the Board of Directors) to consider pertinent business of the Society, authorize financial expenditures, and to shall see that the policies set forth in these Bylaws are implemented. A quorum for Board meetings shall be four members, and the President shall have the authority to break ties if there is a deadlock on a tie vote at a meeting with a quorum.
The two elected Directors shall serve for two-year terms with one Director being elected each year. The Past-President Director shall serve for the year following his term as President.

Section C: Committees

Committees will be established and abolished by the President with the approval of a majority of the Board of Directors in accordance with the Bylaws. Committee members and chairs will be Active or Emeritus Members and will be appointed and/or removed by the President. The terms of all members and chairs of all existing committees shall terminate on the last day of June. No one shall succeed themselves as a committee chair, nor serve as chair for two out of any three years.

ARTICLE IV: ELECTION OF OFFICERS

An election by secret written ballot of Vice-President, Secretary, Treasurer, and one Director shall be held each year in accordance with the following procedure:

Section A: Nomination of Officers and Directors

Any Active or Emeritus Members in good standing wishing to submit themselves or another Active or Emeritus Member in good standing (with that member's advance permission to do so) as a candidate for election shall notify the President and Secretary of their intent between the January regular meeting, at which the presiding officer shall announce that the nominating period is open, and the March regular meeting, at the end of which meeting the presiding officer will announce that nominations are closed. The presiding officer shall announce the candidates for positions to be filled at the Society's regular meeting in March. At this point any Active or Emeritus Member in good standing who is present at the meeting shall have the opportunity to supplement these choices by nominating themselves or another Active or Emeritus Member in good standing (with that member's advance permission to do so) from the floor. No nominations will be accepted after the close of the March regular meeting.

Section B: Voting Procedure

The Secretary shall prepare a suitable ballot, which must be approved by the President, to be mailed to all Active Members immediately following the March meeting. Any disputes about the ballot will be settled by a majority vote of the Board of Directors in accordance with the Bylaws.

The ballot shall note that any ballots not accompanied by the remittance of the annual dues, unless those dues have been previously paid, shall be disqualified. Only those ballots returned to the Society by or during the May meeting will be counted.

The Secretary shall count the ballots after verifying the legality of each ballot and advise the President and Board of Directors of the election results by the end of May. A plurality of all votes cast for an office is necessary for election. In case of a tie vote the Board of Directors, by a majority vote, shall cast one additional deciding electoral vote. All election results will be reviewed by the Board of Directors. Any disputes about the election results will be settled by a majority vote of the Board of Directors in accordance with the Bylaws.

Elected officers will initiate the performance of their duties as of the beginning of July of the year of their election and shall relinquish them as of the end of June of the subsequent year. No person may hold more than one office at one time.

Section C: Removal of Officers and Special Elections

Any officer may resign at any time, and they may also be removed by a vote of the Board of Directors on the grounds that the officer in question is derelict in their duties or is no longer an Active Member of the Society. If the presidency becomes vacant between the beginning of January and the end of June then the Vice-President automatically shall assume the office of President; if the vacancy occurs after the beginning of July but before the end of December then the position shall be filled by a special election administered by the Secretary. A special election shall be carried out with Active or Emeritus Members in good standing nominating themselves or another Active or Emeritus Member in good standing (with that member's permission to do so) during a regular meeting, and by voting via mailed ballot with a plurality of those voting being sufficient for election.

Any vacancies in the positions of Vice-President, Secretary, Treasurer, or Director shall be filled by the appointments of members as determined by a majority vote of the Board of Directors in accordance with the Bylaws.

Section D: Removal and Reinstatement of Members

The Board of Directors may suspend or expel a member for cause after an appropriate hearing and upon a two-thirds vote of the Board members.

When any member of any class shall be in default in the payment of dues for a period of one calendar year, that membership is automatically in default, and all privileges of membership in the Society will be lost.

Following the payment of current dues plus one year of back dues owed, a member in default will be automatically reinstated. Depending on circumstances the Board of Directors may, upon a two-thirds vote of the Board members, allow such reinstatement on a case by case basis without the payment of back dues.

ARTICLE V: DUTIES OF OFFICERS

The duties of the various officers shall include the specific functions set forth in the following sections as well as any additional functions deemed advisable by a majority of the Board of Directors.

Section A: President

The President shall be presiding officer at all meetings of the Society, shall be cognizant of all acts of the Society and of its officers, shall approve all financial expenditures, shall jointly oversee the finances of the Society in association with the Treasurer, shall appoint all committee chairmen and members and may delegate qualified members to represent the Society on special occasions.

The President shall be able to expend up to $50 per month for legitimate business expenses of the Society without preapproval, with the reimbursement of such expenditures being subject to subsequent approval of a majority of the Board of Directors. No other Society expenditures, save for regular meeting expenses, shall be committed to or made by the Society without the separate advance approval of both the President and the Board of Directors.

Section B: Vice-President

The Vice-President shall preside at Society meetings in the absence of the President, and shall assume the duties of the President in the event of the temporary absence of the President. The Vice-President shall be responsible for the program at the regular monthly meetings of the Society. The Vice-President shall become President the year following their election as Vice-President.

Section C: Secretary

The Secretary shall assume the duties of the President in the event of the temporary absence of the President and the Vice-President. The Secretary shall record permanently the minutes of all meetings of the Society and of the Board of Directors and will make those records available on paper on demand and digitally on the BRGS website. The minutes of the meetings of the Society shall include the identity and affiliation of speakers, their biographies, and the abstracts of their presentations and/or copies of the presentations themselves.

The Secretary shall handle all correspondence relative to the affairs of the Society. The Secretary shall be responsible for the content and maintenance of the Society's website; that responsibility, however, may be delegated elsewhere on an annual basis to any Active or Emeritus Member of the Society who volunteers to fulfill it, subject to the approval of the Board of Directors.

Section D: Treasurer

The Treasurer shall assume the duties of President in the temporary absence of the President, Vice President, and Secretary. The Treasurer and the President shall have charge of the financial affairs of the Society. In this connection, the Treasurer shall receive all funds of the Society and shall make all disbursements of funds under the supervision of the President and the Board of Directors.

The Treasurer shall submit a financial report and inventory verbally to the Society and in writing to the Board of Directors at the September, January, and May meetings. The Treasurer will make those records available on paper on demand and digitally on the BRGS website. The Treasurer shall prepare all information returns and/or income tax returns with respect to the year of their term of office required by the United States Internal Revenue Service or State Government. The Treasurer shall submit the Society's books for auditing at the direction of the Board of Directors.

Section E: Directors

The two elected Directors and the Past-President Director shall serve on the Board of Directors in an advisory capacity and shall have the right to vote in meetings of the Board of Directors. The President may call on these Directors to perform special administrative functions and to serve on or chair special committees appointed to further the best interests of the Society.

ARTICLE VI: MEETINGS

The Society shall endeavor to hold nine regular meetings per year from September through May. Special supplemental meetings may be held at any time during this period as deemed advisable by both the President and a majority of the Board of Directors. Meetings may be held in June, July, and/or August with the approval of the President, a majority of the Board of Directors, and a majority of a legal quorum of members at a regular meeting.

The presence of twenty Active and/or Emeritus Members at a regular meeting shall be sufficient to establish a legal quorum. Those matters subject to a vote of the membership, with the exception of elections and changes to the Bylaws, can be approved by a simple majority of a legal quorum.

ARTICLE VII: PARLIAMENTARY RULES

Robert's Rules of order, Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by this Constitution or by special rules or procedure adopted by the Board of Directors

ARTICLE VIII: DISSOLUTION

The Society is a non-profit organization, and no direct financial benefit shall ever accrue to any of its members.

Upon the dissolution of the Society, any and all assets remaining after the discharge of all liabilities shall be donated to nonprofit geological activities qualifying under IRS Tax Code 501C (3), as voted upon by a majority of the Board of Directors.

ARTICLE IX: AMENDMENTS

Amendments to these Bylaws may be proposed by the President or to the President by a majority of the Board of Directors, by a majority of a Bylaw Committee appointed by the President, or by a written petition signed by fifteen Active Members. For the proposed amendment to proceed further it must then be approved at a regular meeting of the Society by a majority of a legal quorum of members. At the following regular meeting of the Society written copies of the text of the proposed amendment will be made available and the opportunity afforded for discussion. The President shall then cause a written explanation of the proposed changes and a ballot to be mailed to all Active and Emeritus Members by the Secretary. A two-thirds affirmative vote of all ballots returned within thirty days of mailing date shall be sufficient to amend these Bylaws.

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