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BYLAWS
Arizona Geological Society
ARTICLE I
NAME OF CORPORATION
The name of the corporation is the ARIZONA GEOLOGIAL SOCIETY, INC., hereafter referred to as “Society”. The principal office of the Society shall be at 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 Arizona Committee.
ARTICLE II
THE EXECUTIVE COMMITTEE; NOMINATION; ELECTION;
TERMS OF OFFICE
THE EXECUTIVE COMMITTEE; NOMINATION; ELECTION;
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 less than three, nor 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 the 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 nominees for the Officers and Advisory Councilors to serve for the next calendar year. Following approval of these candidates by the Executive Committee, the 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 from the voting membership of Officers and Advisory Councilors will be accepted from the floor 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.
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, at a Special meeting specifically called for this purpose.
7. Vacancies. In the event of death, resignation, or removal of an Executive Committee member, their successor shall be selected by the remaining members of the Executive Committee and shall serve for the unexpired term of their predecessor.
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.
1. Regular Meetings. Intervals between meetings of the Executive Committee shall not exceed three calendar months as 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. The quorum Notice. For the transaction of business at any Regular meeting shall be six members of the Executive Committee.
A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at a Special meeting. Except as stated in the Articles of Incorporation of herein, every act for decision done or made 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. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business by electronic mail.
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 required a total vote of 51 percent of all members of the Executive Committee.
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. Any action so approved shall have the same effect as thought taken at a meeting of the Executive Committee.
Any votes taken at meeting of members under the Society’s Articles and Bylaws shall be by simple majority vote of voting members present at a meeting unless otherwise specified. 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) are present for such voting.
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 Executive Committee shall have power and duty to exercise for the Society all powers, duties, and authority vested in or delegated to this Society.
The duties of the Officers of the Society are as follows:
President
The President shall preside at all meetings of the Executive Committee; shall conduct the general and active management of the affairs of the Society; 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 instruments; and shall perform such other duties as the Executive Committee shall prescribe.
Vice-Presidents
The Vice-Presidents shall act in the place of the President in the event of their absence, or inability to act, and shall exercise and discharge such other duties as may be required of him by the Executive Committee. Additionally, the First Vice President shall have the responsibility for organizing field trips sponsored by the Society, the Second Vice President shall have the responsibility for developing the programs for the monthly meetings of the Society, and the Third Vice President shall have the responsibility for marketing and advertising Society publications and activities.
Secretary and Vice-Secretary
The Secretary and/or Vice Secretary shall record the votes and keep the minutes of all meetings ad proceedings of the Executive Committee and of the members; serve notice of meetings of the Executive Committed 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 shall have the responsibility for maintaining permanent records for the Society.
Treasurer and Vice-Treasurer
The Treasurer and/or Vice Treasurer shall receive and deposit in appropriate bank accounts all monies of the Society and shall disburse such monies of 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 income and expenditures 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.
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 professionally 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 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, manages 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" document 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 based on the advice of 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 (3) members, all voting members in good standing of the Society. 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.
1.2 J. Harold Courtright Scholarship Committee.
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 J. Harold Courtright Scholarship Committee shall consist of three voting members in good standing of the Society appointed annually by the Executive Committee. The Committee is charged with advertising the terms of the Courtright Scholarship competition to students and professors in geology departments at the three major Arizona universities. The Committee shall solicit applications from these universities, review all submitted applications, correspond with applicants as deemed necessary, and select one or more students as the recipients of the Scholarship awards for that year.
The Executive Committee shall appoint the Scholarship Committee during or before the first week of September of each year. The competition announcements shall be delivered to the university departments before September 15 and included in the Society newsletter announcing the October meeting. The Scholarship Committee's selections shall be announced during or before the first week of November of each year.
The Committee shall notify the successful students and invite them to attend the December meeting of the Society to receive their awards.
The monies available for J. Harold Courtright Scholarships shall be determined in September of each year by the Executive Committee based on the performance of the Society's investments 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 immediate Past President 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.
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.
2. Procedure. 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. 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 from the Society at P.O. Box 40952, Tucson, Arizona 85717, where copies may be purchased at reasonable cost.
2. Lobbying. 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 comment on how proposed legislation may or may not affect them personally.
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 recommended action, 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) send notice of the proposed action containing particulars thereof by causing such notice to be published in the Society newsletter immediately preceding the Regular or Special meeting of members at which the action will be voted upon. 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.
2. 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 any such notice may be given in writing, by mail, postage prepaid, addressed to such member of the Executive Committee at such street address as appears on the records of the Society. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mail as aforesaid.
Alternatively, notice may also be given electronically addressed to such member of the Executive Committee at such e-mail address as appears in the records of the Society. Such e-mail notice will be deemed to be 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.
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 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 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 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 6th day of May, 2008
M. Lee Allison, President
Claudia Stone, Secretary
Kris Hefton, Treasurer
AGS Home Page
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 the 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 nominees for the Officers and Advisory Councilors to serve for the next calendar year. Following approval of these candidates by the Executive Committee, the 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 from the voting membership of Officers and Advisory Councilors will be accepted from the floor 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.
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, at a Special meeting specifically called for this purpose.
7. Vacancies. In the event of death, resignation, or removal of an Executive Committee member, their successor shall be selected by the remaining members of the Executive Committee and shall serve for the unexpired term of their predecessor.
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.
ARTICLE III
MEETINGS OF THE EXECUTIVE COMMITTEE
MEETINGS OF THE EXECUTIVE COMMITTEE
1. Regular Meetings. Intervals between meetings of the Executive Committee shall not exceed three calendar months as 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. The quorum Notice. For the transaction of business at any Regular meeting shall be six members of the Executive Committee.
A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at a Special meeting. Except as stated in the Articles of Incorporation of herein, every act for decision done or made 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. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business by electronic mail.
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 required a total vote of 51 percent of all members of the Executive Committee.
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. Any action so approved shall have the same effect as thought taken at a meeting of the Executive Committee.
ARTICLE IV
MEETINGS OF MEMBERS AND VOTING
MEETINGS OF MEMBERS AND VOTING
Any votes taken at meeting of members under the Society’s Articles and Bylaws shall be by simple majority vote of voting members present at a meeting unless otherwise specified. 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) are present for such voting.
ARTICLE V
SPECIAL APPOINTMENTS
SPECIAL APPOINTMENTS
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.
ARTICLE VI
POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
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.
ARTICLE VII
DUTIES OF OFFICERS
DUTIES OF OFFICERS
The duties of the Officers of the Society are as follows:
President
The President shall preside at all meetings of the Executive Committee; shall conduct the general and active management of the affairs of the Society; 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 instruments; and shall perform such other duties as the Executive Committee shall prescribe.
Vice-Presidents
The Vice-Presidents shall act in the place of the President in the event of their absence, or inability to act, and shall exercise and discharge such other duties as may be required of him by the Executive Committee. Additionally, the First Vice President shall have the responsibility for organizing field trips sponsored by the Society, the Second Vice President shall have the responsibility for developing the programs for the monthly meetings of the Society, and the Third Vice President shall have the responsibility for marketing and advertising Society publications and activities.
Secretary and Vice-Secretary
The Secretary and/or Vice Secretary shall record the votes and keep the minutes of all meetings ad proceedings of the Executive Committee and of the members; serve notice of meetings of the Executive Committed 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 shall have the responsibility for maintaining permanent records for the Society.
Treasurer and Vice-Treasurer
The Treasurer and/or Vice Treasurer shall receive and deposit in appropriate bank accounts all monies of the Society and shall disburse such monies of 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 income and expenditures 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.
ARTICLE VIII
DUTIES OF ADVISORY COUNCIL
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.
ARTICLE IX
MEMBERS
MEMBERS
1. Membership. Membership in the Society shall be open to all who are professionally 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 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.
ARTICLE X
COMMITTEES
COMMITTEES
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, manages 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" document 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 based on the advice of 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 (3) members, all voting members in good standing of the Society. 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.
1.2 J. Harold Courtright Scholarship Committee.
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 J. Harold Courtright Scholarship Committee shall consist of three voting members in good standing of the Society appointed annually by the Executive Committee. The Committee is charged with advertising the terms of the Courtright Scholarship competition to students and professors in geology departments at the three major Arizona universities. The Committee shall solicit applications from these universities, review all submitted applications, correspond with applicants as deemed necessary, and select one or more students as the recipients of the Scholarship awards for that year.
The Executive Committee shall appoint the Scholarship Committee during or before the first week of September of each year. The competition announcements shall be delivered to the university departments before September 15 and included in the Society newsletter announcing the October meeting. The Scholarship Committee's selections shall be announced during or before the first week of November of each year.
The Committee shall notify the successful students and invite them to attend the December meeting of the Society to receive their awards.
The monies available for J. Harold Courtright Scholarships shall be determined in September of each year by the Executive Committee based on the performance of the Society's investments 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 immediate Past President 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.
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.
2. Procedure. 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.
ARTICLE XI
BOOKS AND RECORDS
BOOKS AND RECORDS
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. 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 from the Society at P.O. Box 40952, Tucson, Arizona 85717, where copies may be purchased at reasonable cost.
2. Lobbying. 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 comment on how proposed legislation may or may not affect them personally.
ARTICLE XII
AMENDMENTS
AMENDMENTS
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 recommended action, 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) send notice of the proposed action containing particulars thereof by causing such notice to be published in the Society newsletter immediately preceding the Regular or Special meeting of members at which the action will be voted upon. 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.
2. Inconsistencies. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.
ARTICLE XIII
NOTICE
NOTICE
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 any such notice may be given in writing, by mail, postage prepaid, addressed to such member of the Executive Committee at such street address as appears on the records of the Society. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mail as aforesaid.
Alternatively, notice may also be given electronically addressed to such member of the Executive Committee at such e-mail address as appears in the records of the Society. Such e-mail notice will be deemed to be 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.
ARTICLE XIV
INDEMNIFICATION OF MEMBERS, EMPLOYEES, AND AGENTS
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 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 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.
ARTICLE XV
FISCAL YEAR
FISCAL YEAR
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 6th day of May, 2008
M. Lee Allison, President
Claudia Stone, Secretary
Kris Hefton, Treasurer
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