NAME OF CORPORATION
The name of the corporation is the ARIZONA GEOLOGICAL SOCIETY, INC., hereafter referred to as “Society.” The principal office of the Society shall be in Tucson, Arizona, but meetings of members and directors may be held as such places within or outside the State of Arizona as may be designated by the Executive Committee.
THE EXECUTIVE COMMITTEE; NOMINATION; ELECTIONS; TERMS OF OFFICE
1. Members of the Executive Committee. The affairs of the Society shall be managed by a board of directors, which shall be called the “Executive Committee.” The Executive Committee shall consist of no more than eight Officers, and no more than seven members of an Advisory Council.
2. Officers. The Officers of the Society shall be the President, the First Vice President, the Second Vice President, the Third Vice President, the Secretary, the Vice Secretary, the Treasurer, and the Vice Treasurer.
3. Advisory Council. The Advisory Council shall consist of six members serving staggered terms of three years each as far as such terms are practicable. The immediate Past-President shall serve a one-year term as the Chair and seventh member of the Advisory Council.
4. Nominations. The immediate Past-President shall also serve a one-year term as the Chair of the Nominating Committee.
At least 30 days prior to the September meeting of members of the Society, the Chair of the Nominating Committee shall present to the Executive Committee a slate of candidates for the Officers and Advisory Councilors to serve for the next calendar year. Following approval of these candidates by the Executive Committee, the resulting slate of nominees shall be published as a notice in the Society Newsletter in advance of the September meeting of members. This notice shall state that additional nominations for Officers and Advisory Councilors will be accepted from the floor from the voting membership as defined in Article IX, Section 2 at the September meeting of members.
5. Election and Terms of Office. The Executive Committee shall be elected at the September meeting of members. The Terms of office of each newly elected member of the Executive Committee shall commence at the beginning of the calendar year following their election. The Officers of the Society shall be elected annually for one-year terms by a majority vote of the voting members present at the September meeting, provided that a quorum is present in accordance with Article IV.
Members of the Advisory Council shall be elected to staggered terms of three years each, as far as such terms are practicable, by a majority vote of the voting membership present at the September meeting plus the electronic ballots. The immediate Past-President shall be retained as an ex-officio, seventh member of the Advisory Council and will serve one year as Chair of this Council.
An electronic ballot shall be available on the web site to any member who is unable to attend the September meeting. Ballots must be received by the Friday before the September meeting.
6. Resignation and Removal.Any member of the Executive Committee may resign at any time by giving written notice to the President or the Secretary of the Society. Such resignations shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any member of the Executive Committee may be removed from office, with or without cause, by a two-thirds vote of the total membership of the Executive Committee (10 required), at a Special meeting specifically called for this purpose.
7. Vacancies. In the event of death, resignation, or removal of an Executive Committee member, his/her successor shall be selected by the remaining members of the Executive Committee and shall serve for the unexpired term of the predecessor member.
8. Remuneration and Expenses. The members of the Executive Committee shall serve as such without remuneration and no Executive Committee member shall directly or indirectly receive any profit from his position as such. However, an Executive Committee member may be reimbursed for reasonable expenses incurred in the performance of his/her duties as may from time to time be approved by the Executive Committee.
MEETINGS OF THE EXECUTIVE COMMITTEE
1. Regular Meetings. Intervals between meetings of the Executive Committee shall not exceed three calendar months at such place and hour as may be fixed by the President of the Society.
2. Special Meetings. Special meetings of the Executive Committee shall be held when called by the President of the Society or by any two members of the Executive Committee after not less than ten days notice to each Executive Committee member.
3. Quorum. For the transaction of business at any Regular meeting the quorum shall be six members of the Executive Committee.
A majority of all members of the Executive Committee shall constitute a quorum for the transaction of business at a Special meeting (8 required). Except as stated in the Articles of Incorporation, every act or decision by a majority of the Executive Committee present at a duly held meeting at which a quorum is present shall be regarded as the act of the Executive Committee.
If the transaction of business requires approval prior to the next Regular or Special meeting, the transaction may be approved by electronic mail. The transaction may be approved by electronic mail according to the following procedure:
4. Voting on Decisions Requiring Payment of Monies by the Society.Any Society decisions requiring payment of the Society of monies or annual dues by its members shall require a total vote of the majority of all members of the Executive Committee (8 required).
5. Notice. Notice of the time and place of every meeting of the Executive Committee shall be given to each member of the Executive Committee not less than 72 hours (excluding Saturdays, Sunday, and holidays) before the time when the meeting is to be held. Such notices may be delivered by surface mail or electronic mail to the appropriate address of record for each member of the Executive Committee.
6. Action Taken Without a Meeting. The Executive Committee shall have the right to take any action in the absence of a meeting that they could take at a meeting by obtaining the written approval of the majority of members of the Executive Committee (8 required). Any action so approved shall have the same effect as though taken at a meeting of the Executive Committee.
MEETINGS OF MEMBERS AND VOTING
Any votes taken at a meeting of members under the Society’s Articles and Bylaws shall be by simple majority of voting members present at a meeting unless specified in Article XII or otherwise. No votes may be taken, or be binding on the Society unless a quorum of 20 voting members (including any members of the Executive Committee) is present.
The Executive Committee may appoint other members of the Society in good standing to perform such duties as the affairs of the Society may require. Such appointees shall serve for such period and be granted such authority as the Executive Committee may determine.
The Webmaster shall be appointed by the Executive Committee to operate a Society web site as instructed by the Executive Committee. The duties of the Webmaster shall be performed by a member of the Executive Committee; the Webmaster may seek assistance with web site maintenance from any individual under the supervision of a member of the Executive Committee at the discretion of the Executive Committee. The Webmaster shall accept material from the Executive Committee and other standing Society committees for timely electronic communications and delivery of society announcements and information. The Webmaster shall prepare web site content and post documents as required by Article II Section 5 and Article XI Sections 1 and 2. The Webmaster will report to the Executive Committee on the web site status, operation, functions, and costs.
POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
The Executive Committee shall have power and duty to exercise for the Society all powers, duties, and authority vested in or delegated to this Society.
DUTIES OF OFFICERS
The duties of the Officers of the Society are as follows:
The President shall preside at all meetings of the Executive Committee; shall conduct the general and active management of the affairs of the Society as specified by the Society Bylaws and policies; shall see that all orders and resolutions of the Executive Committee are carried into effect; shall sign all leases, contracts, mortgages, deeds, and other written agreements; and shall perform such other duties as the Executive Committee shall prescribe. The President or Executive Committee may designate another Officer to sign leases, contracts, mortgages, deeds, or other written agreements on behalf of the Society at the discretion of the President or in the event of the President’s absence or inability to act.
A Vice-President or other Officer shall act in the place of the President in the event of the President’s absence or inability to act, and shall exercise and discharge such other duties as may be required of him or her by the Executive Committee. Additionally, the First Vice President (Field Trips) shall have the responsibility for organizing field trips sponsored by the Society, the Second Vice President (Programs) shall have the responsibility for developing the programs for the monthly meetings of the Society, and the Third Vice President (Marketing) shall have the responsibility for marketing and advertising Society publications and activities and for membership recruitment.
Secretary and Vice-Secretary
The Secretary or Vice Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Executive Committee and of all meetings of the members where actions are brought for a vote of the members; shall record the votes of the Executive Committee where actions are taken by electronic communications; serve notice of meetings of the Executive Committee and of the members; keep appropriate current records showing the members of the Society together with their addresses and other relevant information, and shall perform such other duties as prescribed by the Executive Committee or President under whose supervision he/she shall work. The Secretary is the Editor of the Society Newsletter, which shall be published and distributed to all members in good standing before the monthly meeting. The Vice Secretary, other Officer, or an Advisory Councilor shall prepare the Newsletter in the event of the Secretary’s absence or inability to act. The Secretary shall have the responsibility for maintaining permanent records for the Society.
Treasurer and Vice Treasurer
The Treasurer or Vice Treasurer shall receive and deposit in appropriate bank accounts all monies of the Society and shall disburse monies of the Society as directed by resolution of the Executive Committee; shall sign checks and promissory notes of the Society; keep proper books of account; cause to have the monthly and annual financial statements prepared by a certified public accountant; cause an annual audit of the Society books to be made by a public accountant at the completion of each fiscal year if such annual audit has been required by the Executive Committee at a meeting of the Executive Committee, at which meeting, the Executive Committee shall decide and vote annually if an audit by a certified public accountant is to be performed; and shall prepare an annual budget and a statement of expected income and expenditure for the next fiscal year to be delivered to all members of the Executive Committee at least seven days prior to a scheduled presentation to a Regular meeting of the Executive Committee during or before the first week of November in each calendar year.
DUTIES OF ADVISORY COUNCIL
The duties of the Advisory Council are to promote interest in and supervise the course of any projects organized by the Society.
1. Membership. Membership in the Society shall be open to all who are - interested in the geology of the State of Arizona.
2. Classes of Members.The Society shall consist of:
(a) Voting Members - members in good standing with respect to the payment of dues. Voting members are entitled to vote at Regular and Special meetings of the Society.
(b) Student Members - full-time university and college students having free membership. Student members serving on the Executive Committee shall be entitled to the same privileges as voting members. All other student members shall not be entitled to vote at Society meetings but will enjoy all other privileges of membership.
(c) Honorary Life Members – members in good standing who have been specially recognized by the Executive Committee for their exceptional contributions to science, education, and/or industry, and for their service to the Society. Life Members shall have the privileges of a full member of the Society and will be excused from further payment of dues.
(d) 50-Year Members – members in good standing who have maintained continuous membership for a minimum of 50 years shall have the privileges of a full member of the Society and will be excused from further payment of dues.
3. Dues. The membership dues shall be fixed from time to time by the Executive Committee. Annual membership dues shall pertain to the calendar year and shall be due and payable on January 1 of each year. Dues received after October 1 shall apply for the following calendar year.
A voting member who is more than three months in arrears in payment of dues shall not be entitled to exercise the rights and privileges of membership in the Society and their name will be removed from the Society's Membership List.
1. Committees Having Executive Committee Authority. The Executive Committee may, by resolution, designate one or more committees of voting members in good standing of the Society, for such purposes as the Executive Committee may deem necessary to further the objectives and purposes of the Society.1.1 Investment Committee.
The Investment Committee shall act as the financial advisor to the Executive Committee and, under its direction, manage the financial affairs of the Society.
The policies and operation of the Investment Committee are set out in the "Mission, Financial Management and Investment Policy" of the Society, which is reviewed at least annually by both the Investment and Executive Committees.
In managing the financial assets of the Society, the Investment Committee (a) takes into account the financial needs of the Society as advised by the Treasurer, (b) uses custodial services as needed, and (c) seeks appropriate investment advisory and counseling services.
The Committee shall be composed of at least three members (inclusive of the Chair), all of whom are voting members of the Society in good standing. The Executive Committee may appoint an alternate for any absent member of the Investment Committee; this alternate will have the power and responsibility of the absent member. In addition, the Treasurer of the Society will be an ex-officio, non-voting member of the Investment Committee.
1.2 Scholarship Committee.
The Society awards scholarships to recognize excellence in the study of the geosciences. The J. Harold Courtright Scholarship Fund has been established by the Society to promote graduate research in geology with special emphasis on field geology and the study of ore deposits. The Arizona Geological Society Scholarship has been established to recognize a deserving graduate or undergraduate student of the geosciences who is engaged in research at an Arizona university.
The Scholarship Committee shall consist of three voting members of the Society in good standing (inclusive of the Chair) appointed annually by the Executive Committee.
The Committee is charged with advertising the terms of competition for the scholarships to students and professors in geology departments at the three major Arizona universities. The Committee shall solicit applications from these universities, review submitted applications, correspond with applicants as deemed necessary, and select one or more recipients for each scholarship award for that year. The scholarships may be awarded in the fall or the spring, at the discretion of the Executive Committee.
The competition announcements shall be delivered to the university departments three months prior to the Society meeting at which the award(s) will be presented - by the 15th of the month - and included in the Society Newsletter. The Scholarship Committee’s selections shall be announced one month prior to the Society meeting at which the award(s) will be presented and included in the Society Newsletter that announces that meeting.
The Scholarship Committee shall notify the successful student(s) and extend an invitation to attend a meeting of the Society to receive the award(s) (with reimbursement of reasonable travel expenses).
The monies available for J. Harold Courtright Scholarship and the Arizona Geological Society Scholarship shall be determined annually by the Executive Committee based on the performance of the Society's investments, contributions to the Scholarship Fund(s), and the recommendations of the Investment Committee. The Scholarship Committee shall have complete discretion in the determination of the amount of each individual Scholarship award within the limits of the total funds designated by the Executive Committee.
1.3 Nominating Committee.
The immediate Past President of the Society serves a one-year term as the Chair of the Nominating Committee.
At least 60 days prior to the September meeting of members, the Chair shall submit to the Executive Committee for approval the names of at least two and no more than four voting members in good standing (exclusive of the Chair) to serve as the Nominating Committee.
Upon this approval, the Nominating Committee shall prepare a slate of candidates to fill the positions on the Executive Committee that will become vacant at the beginning of the next calendar year. The nominating procedure will proceed in accordance with Article II, Section 4. Upon acceptance of the slate of candidates by the Executive Committee, the Nominating Committee shall be disbanded.
1.4 Publications Committee.
The Publication Committee compiles and archives the publications of the Society including digests, symposium proceedings, guidebooks, and maps (exclusive of papers and records maintained by the Secretary or Treasurer).
The Publications Committee shall consist of a minimum of two voting members of the Society in good standing (inclusive of the Chair) appointed by the Executive Committee. The duties of the Committee shall be to maintain a record of in-print and out-of-print publications and preserve them for distribution at the discretion of the Executive Committee.
All committees shall keep regular minutes of their proceedings and shall report the same to the Executive Committee when required. Actions taken by a committee shall be governed by independent written guidelines approved by the Executive Committee.
1. Books and Records
The books, records, and papers of the Society shall at all times during reasonable business hours be subject to inspection by any member upon prior written request of a minimum of 10 business days beforehand to the Secretary. The written request shall state the name and affiliation of the person(s) making the request and reason for the request. The request will be reviewed, and permission to review the books, records, or papers of the Society will be at the discretion of the President, Secretary, or Treasurer as relevant. The Articles of Incorporation and the Bylaws of the Society shall be posted on the Society web site and shall be available to any member by request in writing made to the Society at P.O. Box 40952, Tucson, Arizona 85717, where copies may be purchased at reasonable cost.
2. Web Site
The purpose of the Society web site is to facilitate communication among the AGS Executive Committee, members, and the public about the Society programs including membership, meetings, conferences, field trips, publications, and other activities. The Webmaster shall operate the web site to facilitate the purpose and business of the Society.
The Executive Committee shall not lobby with direct intent to engage in partisan political activity. The Executive Committee may communicate with political bodies to provide information about proposed or existing legislation or regulations that impact the Society, the geologic profession or the professional activities of Society members. Members of the Executive Committee or of the Society may provide basic information to the membership on local or national public policy issues or proposed regulatory actions that may be of scientific, professional, or other interest to the members as long as these activities do not constitute a substantial amount of the Society’s activities or expenditures, or violate other conditions consistent with the 501(c)(3) tax-exempt status of the Society. AGS may provide information through notices in the monthly newsletter, by electronic mail, or on the AGS web site, as approved by the Executive Committee, including a brief description of the public policy issue or proposed legislation, links to the relevant web sites, and a list of contact information. The intent is to provide access to relevant information for members who may wish to assess how proposed legislation may or may not affect them and provide comment to public officials.
1. Recommendation for Amendment. A recommendation for Amendment of these Bylaws shall be made by the Executive Committee or by any ten members in good standing in a written presentation to the Secretary. Upon receipt of the recommendation, the Secretary shall:
(a) make an announcement at the Regular meeting of members immediately preceding the Regular or Special meeting of members at which the action will be voted upon, and
(b) publish a notice of the proposed action containing its particulars in the Society newsletter immediately preceding the Regular or Special meeting of members at which the action will be voted upon.2. Approval. Recommended changes to the Bylaws shall be approved by a two-thirds vote of the voting members at said meeting before the amendment becomes effective.
3. Inconsistencies. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.
1. Method. Whenever under the provisions of the Arizona Revised Statutes, the Articles of Incorporation, or these Bylaws, notice is required to be given to any member of the Executive Committee and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but may be given in writing, by mail, postage prepaid, to the mail address as appears -in the records of the Society. Any notice required or permitted to be given by mail shall be deemed given at the time it is deposited in the United States mail.
Alternatively, notice may be given electronically at such e-mail address as appears in the records of the Society. Such e-mail notice will be deemed given at the time of its transmission.
2. Waiver. Whenever any notice is required to be given to any member of the Executive Committee under the provisions of the Arizona Revised Statutes, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.
INDEMNIFICATION OF MEMBERS, EMPLOYEES, AND AGENTS
Subject to the further provisions hereof, the Society shall indemnify all of its existing and former members, employees, and agents against all expenses incurred by them and each of them, including but not limited to legal fees, judgments, penalties and amounts paid in settlement or compromise, which may arise or be incurred, rendered, or levied in any legal action brought or threatened against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of service as a member, employee, or agent of the Society, whether or not any action is or has been filed against them and whether legal action brought or threatened is by or in the right of the Society or by any other person.
Whenever any existing or former member, employee, or agent shall report to the President of the Society that he or she has incurred or may incur expenses, including but not limited to legal fees, judgment, penalties, and amounts paid in settlement, or compromise in a legal action brought or threatened against him or her or on account of any action or omission alleged to have been committed by him or her while acting within the scope of his or her service as member, employee, or agent of the Society, the Executive Committee shall, at its next regular meeting or at a special meeting held within a reasonable time thereafter, determine in good faith whether, in regard to the matter involved in the action or contemplated action, such person acted, failed to act, or refused to act willfully or with gross negligence or with fraudulent or criminal intent.
If the Executive Committee determines in good faith that such person did not act, fail to act, or refuse to act willfully or with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action or contemplated action, indemnification shall automatically be extended as specified herein. The limit of indemnification may not exceed the value of cash and securities owned by the Society minus fifty thousand U.S. dollars.
The fiscal year of the Society shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
ADOPTED by the Executive Committee this 22nd day of August, 2014.
Kim Wilson, PresidentDavid Briggs , Secretary
Michael Conway, Treasurer