GSNH Constitution and ByLaws
Geological Society of New Hampshire
Adopted by vote of the membership on October 17, 2002
Adopted by vote of the membership on October 17, 2002
CONSTITUTION
ARTICLE I: NAME AND FORM.
The name of the organization shall be the Geological Society of New Hampshire, Inc., a non-profit, non-capital stock corporation. The organization hereafter shall be referred to as the GSNH.
ARTICLE II: PURPOSE AND MISSION.
The purpose and mission of the GSNH shall be to:
1. Advance the science of geology and its related fields by encouraging education, research, service, and public awareness through the holding of meetings, exchange of information, and providing a common union of its members.
2. Contribute to the public education and understanding of the geology of New Hampshire, including the dissemination of knowledge of New Hampshire geology to interested professions, groups and individuals.
3. Strengthen the role and importance of geology to the environmental concerns of New Hampshire and advance the geologic sciences as a profession through the support of the practice of licensed professional geologists in New Hampshire.
4. Promote the protection of public health, safety and welfare, and the environment through the support of high standards of ethical conduct within the professional and educational practices of geologic science.
ARTICLE III: MEMBERSHIP.
1. Membership in GSNH may be obtained through submittal of a membership form to the Treasurer and payment of annual dues, as provided in Article III of the Bylaws.
2. All members have full voting rights when present at the Annual Meeting or other membership meetings.
ARTICLE IV: MANAGEMENT.
The affairs of GSNH shall be managed by the Officers and Board of Directors, elected at regular terms, by the voting membership. The Officers and Board of Directors constitute the managing body.
ARTICLE V: MEETINGS.
GSNH shall hold one Annual Membership Meeting every even numbered year for the sole purpose of electing a Board of Directors. Other business as may properly come before the meeting may be raised during any Annual Meeting. The Annual Meeting shall be held at such time and place as the Board of Directors may from time to time prescribe. Other membership meetings and Board meetings may also be held as deemed desirable by the Board of Directors.
ARTICLE VI: OFFICERS & BOARD OF DIRECTORS.
The officers of GSNH shall be an elected President, Vice President (Society Branch), Vice President (Professional Geologist Branch), Secretary, and Treasurer. The Board of Directors shall consist of the five (5) officers, the immediate Past-President, and the three (3) elected Members-at-Large.
ARTICLE VII: DISPOSITION OF CORPORATE ASSETS.
Dissolution of the GSNH will require a two-thirds vote of the GSNH members present and voting at a membership meeting of the GSNH. In the event the GSNH dissolves after paying or making provision for the payment of any outstanding debts, the Board of Directors shall distribute all remaining assets to one or more New Hampshire not-for-profit educational organizations. The assets are to be used by the receiving organization(s), expressly to promote and enhance the public knowledge and understanding of Geology and/or the Earth Sciences.
ARTICLE VIII: BYLAWS
Bylaws, not inconsistent with this Constitution or with the Certificate of Incorporation, shall be adopted at the time of adoption of this Constitution and may be amended as therein provided.
Amendments to Bylaws to this Constitution may be initiated by the Board of Directors, or by a written request signed by 10 members of the GSNH.
Bylaws and Amendments to Bylaws to the Constitution shall become effective upon approval by a two-thirds majority of members voting at the Annual Meeting, provided due notice having been given each member of such proposed changes at least three (3) weeks before the Annual Meeting.
ARTICLE IX: AMENDMENTS.
Amendments to this Constitution may be made at any Annual Meeting of GSNH by a two-thirds vote of the members voting at the Annual meeting, provided due notice having been given each member of such proposed Amendments at least three (3) weeks before the Annual Meeting.
Amendments to this Constitution may be initiated by the Board of Directors, or by a written request signed by 10 members of the GSNH.
The name of the organization shall be the Geological Society of New Hampshire, Inc., a non-profit, non-capital stock corporation. The organization hereafter shall be referred to as the GSNH.
ARTICLE II: PURPOSE AND MISSION.
The purpose and mission of the GSNH shall be to:
1. Advance the science of geology and its related fields by encouraging education, research, service, and public awareness through the holding of meetings, exchange of information, and providing a common union of its members.
2. Contribute to the public education and understanding of the geology of New Hampshire, including the dissemination of knowledge of New Hampshire geology to interested professions, groups and individuals.
3. Strengthen the role and importance of geology to the environmental concerns of New Hampshire and advance the geologic sciences as a profession through the support of the practice of licensed professional geologists in New Hampshire.
4. Promote the protection of public health, safety and welfare, and the environment through the support of high standards of ethical conduct within the professional and educational practices of geologic science.
ARTICLE III: MEMBERSHIP.
1. Membership in GSNH may be obtained through submittal of a membership form to the Treasurer and payment of annual dues, as provided in Article III of the Bylaws.
2. All members have full voting rights when present at the Annual Meeting or other membership meetings.
ARTICLE IV: MANAGEMENT.
The affairs of GSNH shall be managed by the Officers and Board of Directors, elected at regular terms, by the voting membership. The Officers and Board of Directors constitute the managing body.
ARTICLE V: MEETINGS.
GSNH shall hold one Annual Membership Meeting every even numbered year for the sole purpose of electing a Board of Directors. Other business as may properly come before the meeting may be raised during any Annual Meeting. The Annual Meeting shall be held at such time and place as the Board of Directors may from time to time prescribe. Other membership meetings and Board meetings may also be held as deemed desirable by the Board of Directors.
ARTICLE VI: OFFICERS & BOARD OF DIRECTORS.
The officers of GSNH shall be an elected President, Vice President (Society Branch), Vice President (Professional Geologist Branch), Secretary, and Treasurer. The Board of Directors shall consist of the five (5) officers, the immediate Past-President, and the three (3) elected Members-at-Large.
ARTICLE VII: DISPOSITION OF CORPORATE ASSETS.
Dissolution of the GSNH will require a two-thirds vote of the GSNH members present and voting at a membership meeting of the GSNH. In the event the GSNH dissolves after paying or making provision for the payment of any outstanding debts, the Board of Directors shall distribute all remaining assets to one or more New Hampshire not-for-profit educational organizations. The assets are to be used by the receiving organization(s), expressly to promote and enhance the public knowledge and understanding of Geology and/or the Earth Sciences.
ARTICLE VIII: BYLAWS
Bylaws, not inconsistent with this Constitution or with the Certificate of Incorporation, shall be adopted at the time of adoption of this Constitution and may be amended as therein provided.
Amendments to Bylaws to this Constitution may be initiated by the Board of Directors, or by a written request signed by 10 members of the GSNH.
Bylaws and Amendments to Bylaws to the Constitution shall become effective upon approval by a two-thirds majority of members voting at the Annual Meeting, provided due notice having been given each member of such proposed changes at least three (3) weeks before the Annual Meeting.
ARTICLE IX: AMENDMENTS.
Amendments to this Constitution may be made at any Annual Meeting of GSNH by a two-thirds vote of the members voting at the Annual meeting, provided due notice having been given each member of such proposed Amendments at least three (3) weeks before the Annual Meeting.
Amendments to this Constitution may be initiated by the Board of Directors, or by a written request signed by 10 members of the GSNH.
BYLAWS
ARTICLE I: MEMBERSHIP.
A. Geological Society of New Hampshire (GSNH) membership is open to all having an interest in Geology or other Earth Sciences, who submit a membership form and pay annual dues as provided in Article III of these Bylaws.
B. Members in good standing shall have the right and privilege to vote at membership meetings when present, as well as the right to serve on boards and committees.
ARTICLE II: FISCAL YEAR.
The fiscal year of the GSNH shall be the same as the calendar year.
ARTICLE III: DUES.
A. Annual dues for members shall be $20.00 for each fiscal year.
B. Annual dues for student members shall be $10.00 for each fiscal year.
C. Annual dues shall be due on the first day of January of the fiscal year.
D. Changes in dues shall be recommended by the Board of Directors, but shall not become effective until voted and approved by a majority of the members present and voting at the Annual Meeting.
E. The Board of Directors will have the power to establish additional fees and seek additional funds for program and committee activities, as needed.
F. Any member whose dues remain unpaid for six (6) months shall be dropped from membership.
ARTICLE IV: OFFICERS.
A. The officers of GSNH shall be a President, Vice President (Society Branch), Vice President (Professional Geologist Branch), Secretary, and Treasurer. These officers, together with the Past-President and three (3) elected Members-at-Large shall constitute the Board of Directors. The Professional Geologist Vice President and at least one of the Members at Large, must be currently licensed New Hampshire Professional Geologists. In the event the Past-President is unable to fulfill his/her position, an individual will be elected to take the Past Presidents place. The election shall be by majority vote of the members present and voting at the Annual Meeting.
B. The officers shall be elected for a term of two (2) years each. They may not serve more than three (3) consecutive terms in the same office. The Members-at-Large of the Board of Directors shall not serve for more than two (2) terms in that office.
C. No person shall be eligible to serve as an officer or as a member of the Board of Directors who has not been a GSNH member for at least one full year.
ARTICLE V: ELECTIONS.
A. A committee on nominations, consisting of at least two (2) members shall be appointed annually by the Board of Directors no later than the GSNH Board meeting prior to the Annual Meeting. Members of the nomination committee shall serve until the next GSNH Board Meeting following the Annual Meeting.
B. The nomination committee shall solicit nominations for the five (5) elected officers and the three (3) members at large; but not the Past President. The deadline for nominations being four (4) weeks before the Annual Meeting. The nomination committee shall publish a list of nominees at least three (3) weeks prior to the Annual Meeting.
C. Voting shall be by a written ballot vote at the Annual Meeting. The candidate with the highest number of votes shall be declared elected.
D. The Board of Directors shall assume their duties at the first Board of Directors meeting following their election.
E. A vacancy in any office, except the Presidency, shall be filled for the unexpired portion of the term by a person elected by the Board of Directors. A two-thirds vote of the Board of Directors shall constitute an election. In the event of the resignation or inability of the President to complete the term of office, the Board of Directors shall call for a special election within two (2) months of such vacancy. Voting shall be by a written ballot vote from the membership. The candidate with the highest number of votes shall be declared elected.
ARTICLE VI: DUTIES OF THE BOARD OF DIRECTORS.
A. President
The President shall:
1. Preside at meetings of GSNH, and serve as chairman of the Board of Directors.
2. Direct all committees, especially the Membership and Communications Committee, excepting the nominating committee.
3. Determine the duties of the Vice Presidents.
4. Coordinate the work of the Board of Directors and committees, in order that the objectives of the GSNH may be promoted.
5. Submit an annual report to the membership at the Annual Meeting.
6. Represent GSNH at public meetings to promote the purpose and mission of the society. or the President may appoint another GSNH Board or Committee member to do the same.
7. Approve all disbursal of funds.
B. Vice Presidents
The Society Branch Vice President shall:
1. Perform the duties of the President in the event that the President is unable to serve, until such time as a new President is duly elected.
2. Promote membership in GSNH.
3. Coordinate the work of the committees as so directed by the President, especially the Education and Events Committee.
4. Assist the Secretary and Treasurer with their GSNH duties.
The Professional Geologist Branch Vice President shall:
1. Perform the duties of the President in the event that the President or the Society Vice President is unable to serve, until such time as a new President is duly elected.
2. Promote membership in GSNH.
3. Coordinate the work of the committees as so directed by the President, especially the Regulations and Legislative Committee.
4. Assist the Secretary and Treasurer with their GSNH duties.
C. Secretary
The Secretary shall:
1. Record the minutes of all meetings of the GSNH and the Board of Directors.
2. Be responsible for providing each member of the Board of Directors a copy of the minutes of all meetings of GSNH and the Board of Directors.
3. Conduct such correspondence as the Board of Directors may direct.
4. See that notification of all GSNH meetings and the election of candidates is distributed to all members, in a timely manner.
D. Treasurer
The Treasurer shall:
1. Collect and record funds in accordance with the approved budget and/or upon direction of the Board of Directors.
2. Present a financial statement at the Annual Meeting and at other times as requested by the President.
3. Disburse funds and pay all bills by check as approved by the President.
4. Close the books at the end of the fiscal year and submit them for audit to the Board of Directors.
5. Send dues notices to members at least three (3) weeks prior to the date they are due.
E. All Board of Directors
All Board of Directors shall:
1. Perform the duties prescribed in the GSNH Constitution, Bylaws, other statutes and as directed by the Board of Directors, in a legal and reasonable manner.
2. Deliver to their successors all official material, no later than the Board of Directors Meeting following the election.
ARTICLE VII: MEETINGS.
A. Membership meetings shall be held a minimum of three times a year. The Annual Meeting shall be considered a membership meeting.
B. A special meeting of the membership may be called by the Board of Directors as needed.
C. The date, time and place of each meeting shall be determined by the Board of Directors.
D. The Annual Meeting shall be the governing body of GSNH.
ARTICLE VIII: VOTING BODY.
A. The voting body of any membership or Annual Meeting shall consist of all GSNH members in "good standing" (their annual dues are current), who are present and voting.
B. Each member present shall have but one vote.
C. At the Annual Meeting, those voting members present shall constitute a quorum, five (5) of whom shall be members of the Board of Directors. All meetings shall be announced no less than three (3) weeks prior to the meeting date.
ARTICLE IX: BOARD OF DIRECTORS.
A. Membership and Meetings
1. The Board of Directors shall be comprised of the five (5) officers, the Past-President, and the two (2) Members at Large.
2. The Board of Directors shall meet at the call of the President or upon written request of two of its members.
3. A majority of the current Board of Directors shall constitute a quorum at Board meetings.
B. Duties
The Board of Directors shall
1. Perform the duties delegated to it under these Bylaws.
2. Transact business referred to it by the membership.
3. Receive and pass upon plans of work of chairpersons of committees. Create, authorize, direct, and dissolve all committees and their members.
4. Select the time and place of all meetings, including the Annual Meetings.
5. Submit to the membership such recommendations, as it deems advisable.
6. Take no action in conflict with that of the GSNH Constitution, Bylaws, statute or majority of the GSNH membership.
ARTICLE X: COMMITTEES.
A. Standing Committees
There shall be Standing Committees appointed by the Board of Directors. Current standing committees are Legislative, Regulations, Membership, Communication, Education, and Events. Standing Committees will be made up of a Chairperson who will be appointed by the Board of Directors and an adequate number of members to accomplish the committee goals as directed by the Board of Directors. The Committee Chairpersons of the Legislative and Regulations Standing Committees must be a currently licensed New Hampshire Professional Geologist. The Standing Committees shall report to the Board of Directors at Board meetings.
1. Ad Hoc Committees
1. May be created or dissolved by the Board of Directors as deemed necessary to promote the purpose and mission and carry out the work of the GSNH.
2. Shall consist of a chairperson and such other persons as may be appointed by the Board of Directors.
This constitution and bylaws of the GSNH were developed by the Constitution/Bylaws Committee and represent the final products of drafts prepared on: March 13, 2000; August 28, 2002; August 30, 2002; September 3, 2002; September 4, 2002; September 10, 2002; September 17, 2002, and October 13, 2011.
A. Geological Society of New Hampshire (GSNH) membership is open to all having an interest in Geology or other Earth Sciences, who submit a membership form and pay annual dues as provided in Article III of these Bylaws.
B. Members in good standing shall have the right and privilege to vote at membership meetings when present, as well as the right to serve on boards and committees.
ARTICLE II: FISCAL YEAR.
The fiscal year of the GSNH shall be the same as the calendar year.
ARTICLE III: DUES.
A. Annual dues for members shall be $20.00 for each fiscal year.
B. Annual dues for student members shall be $10.00 for each fiscal year.
C. Annual dues shall be due on the first day of January of the fiscal year.
D. Changes in dues shall be recommended by the Board of Directors, but shall not become effective until voted and approved by a majority of the members present and voting at the Annual Meeting.
E. The Board of Directors will have the power to establish additional fees and seek additional funds for program and committee activities, as needed.
F. Any member whose dues remain unpaid for six (6) months shall be dropped from membership.
ARTICLE IV: OFFICERS.
A. The officers of GSNH shall be a President, Vice President (Society Branch), Vice President (Professional Geologist Branch), Secretary, and Treasurer. These officers, together with the Past-President and three (3) elected Members-at-Large shall constitute the Board of Directors. The Professional Geologist Vice President and at least one of the Members at Large, must be currently licensed New Hampshire Professional Geologists. In the event the Past-President is unable to fulfill his/her position, an individual will be elected to take the Past Presidents place. The election shall be by majority vote of the members present and voting at the Annual Meeting.
B. The officers shall be elected for a term of two (2) years each. They may not serve more than three (3) consecutive terms in the same office. The Members-at-Large of the Board of Directors shall not serve for more than two (2) terms in that office.
C. No person shall be eligible to serve as an officer or as a member of the Board of Directors who has not been a GSNH member for at least one full year.
ARTICLE V: ELECTIONS.
A. A committee on nominations, consisting of at least two (2) members shall be appointed annually by the Board of Directors no later than the GSNH Board meeting prior to the Annual Meeting. Members of the nomination committee shall serve until the next GSNH Board Meeting following the Annual Meeting.
B. The nomination committee shall solicit nominations for the five (5) elected officers and the three (3) members at large; but not the Past President. The deadline for nominations being four (4) weeks before the Annual Meeting. The nomination committee shall publish a list of nominees at least three (3) weeks prior to the Annual Meeting.
C. Voting shall be by a written ballot vote at the Annual Meeting. The candidate with the highest number of votes shall be declared elected.
D. The Board of Directors shall assume their duties at the first Board of Directors meeting following their election.
E. A vacancy in any office, except the Presidency, shall be filled for the unexpired portion of the term by a person elected by the Board of Directors. A two-thirds vote of the Board of Directors shall constitute an election. In the event of the resignation or inability of the President to complete the term of office, the Board of Directors shall call for a special election within two (2) months of such vacancy. Voting shall be by a written ballot vote from the membership. The candidate with the highest number of votes shall be declared elected.
ARTICLE VI: DUTIES OF THE BOARD OF DIRECTORS.
A. President
The President shall:
1. Preside at meetings of GSNH, and serve as chairman of the Board of Directors.
2. Direct all committees, especially the Membership and Communications Committee, excepting the nominating committee.
3. Determine the duties of the Vice Presidents.
4. Coordinate the work of the Board of Directors and committees, in order that the objectives of the GSNH may be promoted.
5. Submit an annual report to the membership at the Annual Meeting.
6. Represent GSNH at public meetings to promote the purpose and mission of the society. or the President may appoint another GSNH Board or Committee member to do the same.
7. Approve all disbursal of funds.
B. Vice Presidents
The Society Branch Vice President shall:
1. Perform the duties of the President in the event that the President is unable to serve, until such time as a new President is duly elected.
2. Promote membership in GSNH.
3. Coordinate the work of the committees as so directed by the President, especially the Education and Events Committee.
4. Assist the Secretary and Treasurer with their GSNH duties.
The Professional Geologist Branch Vice President shall:
1. Perform the duties of the President in the event that the President or the Society Vice President is unable to serve, until such time as a new President is duly elected.
2. Promote membership in GSNH.
3. Coordinate the work of the committees as so directed by the President, especially the Regulations and Legislative Committee.
4. Assist the Secretary and Treasurer with their GSNH duties.
C. Secretary
The Secretary shall:
1. Record the minutes of all meetings of the GSNH and the Board of Directors.
2. Be responsible for providing each member of the Board of Directors a copy of the minutes of all meetings of GSNH and the Board of Directors.
3. Conduct such correspondence as the Board of Directors may direct.
4. See that notification of all GSNH meetings and the election of candidates is distributed to all members, in a timely manner.
D. Treasurer
The Treasurer shall:
1. Collect and record funds in accordance with the approved budget and/or upon direction of the Board of Directors.
2. Present a financial statement at the Annual Meeting and at other times as requested by the President.
3. Disburse funds and pay all bills by check as approved by the President.
4. Close the books at the end of the fiscal year and submit them for audit to the Board of Directors.
5. Send dues notices to members at least three (3) weeks prior to the date they are due.
E. All Board of Directors
All Board of Directors shall:
1. Perform the duties prescribed in the GSNH Constitution, Bylaws, other statutes and as directed by the Board of Directors, in a legal and reasonable manner.
2. Deliver to their successors all official material, no later than the Board of Directors Meeting following the election.
ARTICLE VII: MEETINGS.
A. Membership meetings shall be held a minimum of three times a year. The Annual Meeting shall be considered a membership meeting.
B. A special meeting of the membership may be called by the Board of Directors as needed.
C. The date, time and place of each meeting shall be determined by the Board of Directors.
D. The Annual Meeting shall be the governing body of GSNH.
ARTICLE VIII: VOTING BODY.
A. The voting body of any membership or Annual Meeting shall consist of all GSNH members in "good standing" (their annual dues are current), who are present and voting.
B. Each member present shall have but one vote.
C. At the Annual Meeting, those voting members present shall constitute a quorum, five (5) of whom shall be members of the Board of Directors. All meetings shall be announced no less than three (3) weeks prior to the meeting date.
ARTICLE IX: BOARD OF DIRECTORS.
A. Membership and Meetings
1. The Board of Directors shall be comprised of the five (5) officers, the Past-President, and the two (2) Members at Large.
2. The Board of Directors shall meet at the call of the President or upon written request of two of its members.
3. A majority of the current Board of Directors shall constitute a quorum at Board meetings.
B. Duties
The Board of Directors shall
1. Perform the duties delegated to it under these Bylaws.
2. Transact business referred to it by the membership.
3. Receive and pass upon plans of work of chairpersons of committees. Create, authorize, direct, and dissolve all committees and their members.
4. Select the time and place of all meetings, including the Annual Meetings.
5. Submit to the membership such recommendations, as it deems advisable.
6. Take no action in conflict with that of the GSNH Constitution, Bylaws, statute or majority of the GSNH membership.
ARTICLE X: COMMITTEES.
A. Standing Committees
There shall be Standing Committees appointed by the Board of Directors. Current standing committees are Legislative, Regulations, Membership, Communication, Education, and Events. Standing Committees will be made up of a Chairperson who will be appointed by the Board of Directors and an adequate number of members to accomplish the committee goals as directed by the Board of Directors. The Committee Chairpersons of the Legislative and Regulations Standing Committees must be a currently licensed New Hampshire Professional Geologist. The Standing Committees shall report to the Board of Directors at Board meetings.
1. Ad Hoc Committees
1. May be created or dissolved by the Board of Directors as deemed necessary to promote the purpose and mission and carry out the work of the GSNH.
2. Shall consist of a chairperson and such other persons as may be appointed by the Board of Directors.
This constitution and bylaws of the GSNH were developed by the Constitution/Bylaws Committee and represent the final products of drafts prepared on: March 13, 2000; August 28, 2002; August 30, 2002; September 3, 2002; September 4, 2002; September 10, 2002; September 17, 2002, and October 13, 2011.