PITTSBURGH GEOLOGICAL
SOCIETY, INC.
Approved by the
Board-of-Directors
September 19, 2001
Ad Hoc Committee for
Revision of the Constitution and By-Laws:
Charles H. Shultz, Chairman
Reginald P. Briggs
Edward C. Girard
Judy E. Neelan
CONSTITUTION AND BY-LAWS
PITTSBURGH
GEOLOGICAL SOCIETY, INC.
Section 1. The name of this Not-for-Profit Corporation is the
PITTSBURGH GEOLOGICAL SOCIETY, INC., hereafter, the Society.
Section 2. The purpose of this scientific Society is to stimulate
geologic thought, to advance and disseminate geologic knowledge, and to provide
a forum for geologic problems in the service of humankind.
Section 1. The Society shall consist of the following classes of
membership:
(a)
MEMBER - Any person who by education, experience, or interest, who
supports the purpose of the Society, is be eligible to be a member.
(b)
HONORARY MEMBER – A member, recommended by the Awards
Committee and approved by the Board of Directors, who has been actively
involved with the Society for a substantial number of years.
(c)
CORPORATE MEMBER – any corporation or organization whose
activities and interests concern earth and environmental science and the
advancement of the purpose of the Society. A Corporate Member may designate one
(1) representative who will have all rights and privileges of a member.
(d)
STUDENT MEMBER – Any full-time undergraduate or
graduate college student who supports the purpose of the Society is eligible to
be a Student Member.
Section 2. Members, Honorary Members, and representatives of
Corporate Members, in good standing, shall be eligible to hold office and vote.
Student Members shall enjoy all privileges of the Society except they shall not
hold office or vote.
Section 3. The Board of Directors from time to time shall establish
the amount of dues for all classes of membership. Dues are waived for Honorary
Members. Dues are payable on or before October 1 of each year. Any member who
fails to pay dues by December 31 of that year shall be declared in arrears and
so notified. Any person who joins the Society as a new member and pays annual
dues on or after April 1 shall be considered paid in full for the following
fiscal year beginning September 1.
Section 4. For admission to the Society, each candidate shall submit
to the Chairman of the Membership Committee, a formal application in the form
prescribed by the Board of Directors. The application, with dues, is to be
endorsed by two members in good standing and submitted to the Board of
Directors for their approval.
Section 1. The Society shall conduct monthly membership meetings
except during June, July, and August. The May meeting of the Society shall
include the election of officers and three directors-at-large. At the May
meeting, or any other meeting of the Society, in which the members shall be
transacting business, fifteen (15) voting members actually present shall
constitute a quorum.
Section 2. The President shall preside over meetings of the
membership and Board of Directors. This duty shall be performed by the
Vice-President in the President’s absence. In case both the President and
Vice-President cannot attend, the replacement presiding officer shall be in the
following order: immediate past President, Secretary, and Treasurer.
Section 3. The September meeting shall be designated as the Walter R.
(Dick) Wagner, Jr. Memorial Meeting and shall be devoted to Appalachian geology
of Pennsylvania and adjacent states.
Section 4. All meetings shall be held at such time and place as the
Board of Directors shall determine. The President or Board of Directors may
call special meetings of the Society at any time. Special meetings may be held
in lieu of, or in addition to, regular meetings.
Section 5. Regular or special meetings may be held jointly with
other societies or associations at the discretion of the Board of Directors
when such meetings will further the purpose of the Society.
Section 6. Meetings of the Board of Directors are open to the
membership.
Section 1. The officers of the Society shall be a President, a
Vice-President, a Secretary and a Treasurer, who shall be elected for one-year
terms at the May meeting of the membership. It shall be the responsibility of
each of the officers to read, understand, and follow the constitution of the
Society.
Officers may succeed themselves, if nominated and elected. Officers are limited to three consecutive
1-year terms in any one office. Succession is particularly desirable for the
offices of Treasurer and Secretary.
Officers shall follow guidelines and procedures as approved by the
Board of Directors.
The Board of Directors shall fill any vacancy in any of the
offices except for the Presidency which shall be filled by the Vice-President.
A majority of the Board of Directors is required for appointment.
Newly elected officers and directors shall take office at a
Changeover Meeting of outgoing and incoming officers and directors in June of
each year, except that the Treasurer’s term shall coincide with the Society’s
fiscal year, September 1 to August 31.
Section 2. The President shall:
(a)
preside at all meetings of the Board of Directors and of the
membership;
(b)
have the general and active management of the business of the
Society
during the
summer recess of the Board of Directors;
(c)
see that all orders and resolutions of the Board of Directors are
carried out;
(d)
have the general supervision and direction of all officers of the
Society;
(e)
submit a report of the operations of the Society to the Board of
Directors at the
completion of
the President’s term;
(f)
be an ex-officio member of all committees.
Section 3. The Vice-President shall:
(a)
be vested with all of the powers and shall perform all of the
duties of the
President should
that office become vacant or in the President’s absence;
(b)
have such duties as may from time to time be determined by the
Board of
Directors. It is
traditional for the Vice-President to act as Chairman of the
Program
Committee, but it is not a requirement.
Section 4. The Secretary shall:
(a)
prepare and keep proper books and records pertaining to the
office;
(b)
keep minutes of all Board meetings and present a written report at
the monthly Board meetings;
(c)
notify all applicants, in writing, of their acceptance for
membership;
Section 5. The Treasurer shall:
(a)
account for all funds belonging to the Society;
(b)
insure that all funds are deposited to the credit of the Society
to be paid out only
by checks signed
in such manner as may be determined by the Board;
(c)
insure that all non-routine expenditures are approved by the
Board;
(d)
prepare a written report for each monthly Board of Director’s
meeting;
(e)
make a complete and accurate written report of the finances of the
Society to the
Board and the
membership as soon as possible after the close of the
fiscal year;
(f)
make the financial records available to the members of the Board;
(g)
furnish no bond unless the Board of Directors otherwise directs.
Section 1. Business, property
and affairs of the Society shall be managed and controlled by a Board of
Directors. The Board is composed of the following members:
(a)
Immediate Past President of the Society;
(b)
Four elected officers of the Society (President, Vice-President,
Treasurer,
Secretary);
(c)
Six directors-at-large, elected from the membership, for two-year
terms in a
staggered
fashion so that three directors are elected each year. The term
limit for this
position is three consecutive two-year terms;
(d)
Newsletter Editor who shall be selected by and serve at the
discretion
of the Board of
Directors;
(e)
One or two Counselors who shall serve at the discretion of the
Board of
Directors. A
Counselor shall have a long record of service to the Society
and have a
principal function of offering advice to the Board of Directors.
Section 2. The Board of
Directors shall hold a Changeover Meeting in June of each year and shall hold
other regular meetings at such time and place as they may determine, or at the
call of the President.
Section 3. The Board of Directors may appoint new members to fill
vacancies in its own body. A majority of the Board of Directors is required for
this appointment.
Section 4. At all meetings of the Board of Directors, seven (7)
directors in good standing shall constitute a quorum.
Section
5. The entire Board of Directors shall vote on
constitutional or policy issues. These issues shall require a majority of the
vote to pass. The issue to be voted upon shall be announced and explained to
the Board in advance. Any proxy vote(s) shall be sent to the President not less
than 24 hours in advance of the Board vote.
In matters requiring an immediate vote by the Board,
but a formal meeting is impractical, the President may designate the use of
alternate means of communication such as email or telephone.
Section 6. Members of the Board of Directors shall receive no
compensation for their service except for reimbursement for authorized
expenses.
Section 7. An officer or director may be removed from the Board by a
majority vote of the Board of Directors.
Section 1. The Nominating and Elections Committee shall produce a
slate of candidates for Board approval at the March Board of Directors’
meeting.
Section 2. The Board will instruct the Newsletter Editor to publish
this slate of candidates in the April newsletter and also to solicit other
nominations from the general membership.
Section 3. At the April meeting, the President will orally solicit
further nominations and then declare the nominations closed.
Section 4. If there are no other nominations for officers or
directors-at-large, other than the slate proposed by the Nominating Committee
and approved by the Board, then the seven candidates shall be declared winners
by acclamation and so announced by the President at the May meeting.
Section 5. If there are additional candidates proposed by the end of
the April meeting and closure of nominations, the Secretary will construct a
ballot listing positions and all nominees. The Newsletter Editor will include
this ballot in the May newsletter with instructions to the membership to either
bring the completed ballot with them to the May meeting or to mail it promptly
so that it arrives before the meeting. Ballots will be made available at the May
meeting.
Section 6. At the May meeting, the President will appoint two board
members, who are not up for election, to compile the ballots on hand. The
winners will be those who receive a majority of ballot votes cast. The
President will announce the results of the election before the start of the May
presentation.
Section 1. Selection and staffing of Committees:
(a)
The Board of Directors will select a chairperson for each standing
committee at the Changeover Meeting in June. The chairpersons in turn, with
Board approval, will select one or more committee members. Chairpersons and
committee members may be drawn from the membership at large, especially if an
individual has expressed an interest in serving. Such interest to serve shall
be solicited from the membership in the May newsletter and at the May
membership meeting. The Board may establish ad hoc committees from time to time as the need arises.
(b)
Chairpersons of committees and other posts shall follow guidelines and
procedures as approved by the Board of Directors.
(c) Chairpersons of all committees shall prepare
a written report that summarizes activities for the year for presentation, by
the President, at the June Changeover Meeting. These annual reports will be included
in individual committee dossiers that will be passed along to future
chairpersons for their guidance.
Section 2. Standing Committees include the following:
(a) Nominating and
Elections Committee – The duty of this committee is to develop a slate of
candidates for four officers and three directors-at-large annually. This slate
is to be presented to the Board of Directors for their approval at the March
meeting. This committee is responsible for insuring the proper execution of
election procedures.
(b) Program
Committee – It is customary, but not a requirement, that the chairperson of
this committee be the Vice-President. The duties of this committee shall be to
plan, organize, and carry out, with approval of the Board of Directors, all
meetings of the Society. This committee shall also arrange for, develop, and
promote the annual field trip. A completed tentative program for all nine
regular meetings of the Society shall be submitted, at the latest, by the
December meeting.
(c) Membership
Committee – In addition to promoting membership in the Society, duties of
the Membership Committee shall include maintaining a database of all current
members, processing membership applications, notifying members who are in
arrears in their dues, and responding to questions about membership.
(d) Communications
Committee –The duties of this committee shall deal with all matters
involving public information, education, public relations, and publications.
This committee shall, with Board approval, engage in activities that (1) promote
geology and related sciences, (2) provide information about PGS and the
profession, and (3) act as a resource for the general public.
(e) Awards Committee – The duties of
this committee shall be to (1) implement criteria and procedures for all awards
and honors given by the Society, (2) recommend awards and honors given by other
organizations with which our Society is affiliated, and (3) provide information
for special awards and honors bestowed upon the Society.
Two special awards and honors bestowed
upon the membership of the Society, the Walt Skinner Award and Honorary
Membership within the Society, are subject to Board approval. They shall be
given annually if suitable nominees exist but may be omitted if no person has
been deemed deserving and eligible. The Walt Skinner Award shall be presented
during the December meeting when the President shall describe the merits of the
recipient. Honorary Membership may be conferred at any time.
(f)
Audit Committee – The duties of this committee are to
examine the fiscal records of the Society and their management annually, and
provide a written report to the Board of Directors at their December meeting or
before if possible. The committee shall be composed of a chairman, the past
Treasurer, and such others as are required.
Section 3. The Newsletter Editor shall produce, in a timely fashion, nine
monthly newsletters, one for each month of the program year. The newsletter
shall announce each forthcoming meeting and contain an abstract of the
presentation. The newsletter shall also include a listing of board members, a
listing of Corporate Members, and any appropriate material supplied from the
membership or Board of Directors.
Section 4. The Historian shall be selected by the Board and serve at its
discretion. The Historian shall have access to all Society files and provide
historical perspective or information to the Board upon request.
This Society may be dissolved by a vote of the majority of all of
the members of the Board of Directors at a meeting duly called and held for
that purpose. In the event of the dissolution of this Society, any assets
remaining after the payment of all debts, expenses and charges shall be
distributed by the Board of Directors in furtherance of the purposes of this
organization to one or more Not-for-Profit charitable or educational
organizations, and none of the assets of the Society shall be paid to or inure
to the benefit of any member.
The Society shall indemnify every present and former director or
officer, their heirs, executors and administrators against expenses and
liabilities reasonably incurred by them in connection with any action, suit or
proceeding to which they may be made a party by reason of their being or having
been a director or officer of this Society, or of any other Society or
organization, in which capacity they were serving at the request of the
Society, except in relation to matters as to which they shall be finally adjudged
in such action, suit or proceeding to be liable for gross negligence or willful
misconduct; in the event of a settlement, indemnification shall be provided
only in connection with such matters covered by the settlement, as to which the
organization is advised by the counsel that the person to be indemnified did
not commit such a breach of duty. The
foregoing right of indemnification shall not be exclusive of any other right to
which any such officer or director may be entitled.
This Constitution and By-laws may be altered, amended, or repealed
by a vote of the majority of the members of the Board of Directors.
Roberts Rules of Order shall govern in all questions not covered
by the Constitution and By-Laws.
The seal of the Society shall be a circular seal in the form
impressed hereon. The Secretary shall keep the seal and impress the seal as
needed. The Board shall designate a Keeper of the Seal.